CLASSPOP, INC. TERMS OF USE

The website located at www.classpop.com (the “Website”) is a copyrighted work belonging to Classpop, Inc. (“Classpop!,” “us,” “our,” and “we” or “Company”). The Website provides a way for people to connect with local professional chefs, florists, artists, computer experts, and other instructors through cooking classes, flower workshops, art classes, computer programming classes, and more. Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.

THESE TERMS OF USE (“TERMS”) SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE WEBSITE. BY ACCESSING, DOWNLOADING, OR USING THE WEBSITE, YOU ARE ACCEPTING THESE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE WEBSITE.

IF YOU ATTEND AN EVENT (AS DEFINED BELOW), WE MAY CAPTURE PHOTOS, VIDEO, AND/OR AUDIOVISUAL FOOTAGE OF YOU IN ACCORDANCE WITH THE MEDIA RELEASE SET FORTH IN SECTION 8(c) BELOW.

PLEASE BE AWARE THAT SECTION 23 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

Your participation in, or use of, certain services or experiences made available via the Website may be subject to additional terms (“Supplemental Terms”), and such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use or participate in such service or experience. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such service or experience.

Please note that these Terms are subject to change by Classpop! in its sole discretion at any time. When changes are made, Classpop! will make a new copy of the Terms available on the Website, and any new Supplemental Terms will be made available from within or through the affected service or experience. Classpop! may require you to provide consent to the updated Terms or Supplemental Terms in a specified manner before further use of the Website and its services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website. Otherwise, your continued use of the Website constitutes your consent to such modified terms.

The Classpop! Website is a social and educational scheduling platform that connects professional chefs, florists, artists, and other instructors (each, a “Host” and collectively the “Hosts”) with users (each, a “Guest” or “Guests”), or anyone else who otherwise accesses or uses the Website (collectively, referred to as “User,” “user,” “Users,” or “users”), who wish to participate in social and educational events including cooking classes, flower workshops, computer programming classes, and more (each, an “Event”). Hosts create online profiles which feature their Events along with photos and upcoming dates of these Events.

Hosts may choose to host Events at local restaurants, bars, or other venues (each, a “Venue”). For each Event, the Host will create and post the details, date, and time of the Event, and details on the Venue. If a Guest decides they want to attend a Host’s Event, the Guest can request a reservation to attend the Host’s Event. Upon acceptance of such reservation by the Host (such reserved Event, a “Booked Event”), Classpop! will make available to the Guest the necessary information for attendance of the Event and charge the Guest’s Member Account (as defined below) in accordance with Section 4 below.

In the event a Host chooses to host a private Event at a location designated by a Guest (a “Private Event”), the Guest will provide the Host with certain information about the desired Private Event, such as the date of the proposed Private Event, number of people who will attend, and any dietary restrictions. If a Host decides that they are willing to host the proposed Private Event, the Host will designate a fee for such Private Event. Upon acceptance of the proposed terms of the Private Event, including the applicable fees, by the Guest, Classpop! will charge the Guest’s Member Account, at which time the Private Event will be deemed a Booked Event.

In addition, Hosts may create meals available for home delivery (“Prepared Meals”). Hosts are responsible for creating their menus and selecting their ingredients. The availability of Prepared Meals is limited, may be subject to minimums set forth on the Website, and is subject to the discretion of the Host.

Cozymeal may also offer additional products through its Website, such as cookbooks, recipes, ingredients, and merchandise. The Website, the services made available via the Website, and any products created, manufactured, or distributed by or on behalf of Cozymeal in the conduct of its business may be referred to herein as the “Services.”

The Website acts as a venue to allow Hosts and Guests to connect and arrange Events. You acknowledge and agree that Classpop! is not a party to any arrangement between the Host, the Venue, and Guest(s), and Classpop! does not manage any Events listed on the Website. As a result, any part of an actual or potential transaction between a Host, Venue, and Guest, including the quality of the Event, safety and condition of the Venue provided, and the truth or accuracy of any Event listings (including the content thereof or any ratings and reviews) are solely the responsibility of each user.

You further understand that Classpop! does not itself offer culinary, artistry, floral or other professional services, and has no responsibility or liability for the acts or omissions of any Host or Guest. Classpop! is not the retailer (unless otherwise noted) of any products offered by a Host on the Website, nor is Classpop! in the delivery business or a common carrier. Classpop! will not assess or guarantee the suitability, legality, or ability of any Host or Guest. You agree that Classpop! is not responsible for any Hosts’s food preparation or the safety of the food and does not verify any Host’s compliance with applicable laws or regulations. Classpop! has no responsibility or liability for acts or omissions by any Host or Guest.

In order to use certain features of the Website, you will have to create an account with Classpop! (“Member Account”) and provide certain information about yourself as prompted by the Website. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Member Account at any time, for any reason, by following the instructions on the Website. Alternatively, we may permit you to log in to our Website with your login credentials from a third-party service such as Facebook or Google (a “Third Party Account”). If you log in or otherwise associate your Member Account with your login credentials from a Third Party Account, we may receive information about you from the provider of the Third Party Account (“Third Party Provider”) in accordance with the terms and conditions (e.g., terms of use and privacy policy) of such provider (“Third Party Terms”). If you connect to your Third Party Account, remember that Classpop! is not responsible for the contents or transmission of your Third Party Provider or for the Third Party Terms or privacy practices of the Third Party Provider. For more information on how your personal information is shared between the Website and any Third Party Providers, please read our Privacy Policy. You may never use another’s Member Account without permission. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

Subject to these Terms, you are granted a limited license to (a) use the Website and the functionality provided by the Website to upload, store, display, aggregate, organize, and share your photographs, descriptions, reviews, ratings, comments, and other material (“Content”); (b) to copy, display, and use the functionality, materials, features, and services provided by the Website (collectively the “Materials” and as further defined in Section 7) solely for your personal, non-commercial use; and (c) share, copy and display any recipes, photographs, artwork, and illustrations appearing on the Classpop! Website, provided your use is for your personal non-commercial use and you attribute the work to Classpop! and any other applicable author(s). The design and layout of the Website are specifically excluded from the Materials.

(a) Guest Payments. Each Guest will pay the fees for each Event (the “Contribution”) in advance. By reserving admission to an Event, you agree that your payment card or other payment means may be charged for the full amount of the Contribution prior to the Event.

(b) Payment Information. You agree to pay all fees or charges to your Member Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide the Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us), Apple Pay or PayPal account of a payment provider (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, Apple Pay, or PayPal account, and you must refer to that agreement, not these Terms, to determine your rights and liabilities. By providing Company with your credit card number, Apple Pay or PayPal account, and associated payment information, you agree that the Company is authorized to immediately invoice your Member Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify the Company of any change in your billing address or the credit card, Apple Pay, or PayPal account used for payment hereunder. Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company properties or by e-mail delivery to you. Verification of information applicable to payments made by Guests may be required prior to your attendance of any Event.

All payments are made via our third-party payment processor.

(c) Cancellation Fees. Specific cancellation policies may be displayed in connection with each Event on the Website. If the Website does not display a cancellation policy with respect to a particular Event, the following will apply:

If you, as a Guest, cancel your Booked Event:

• Up to 48 hours before the scheduled time of the Event (the “Start Time”), you will receive a full refund;
• Less than 48 hours of the Start Time, you will not receive any refund.

(d) Classpop! Host Service Fees. Joining the Website, creating a user profile, and creating and searching for Events is free. If you are a Host, however, Classpop! does charge a Host Service Fee (as described in Section 4(b)) for any payments made via the Classpop! Service, which are listed in your profile page available via your Member Account. Classspop! may choose to temporarily change the fees or offer discounts for our services for promotional events or new services (“Classpop! Discounts”), which may be subject to additional terms and conditions (“Additional Terms”). If there is any conflict between these Terms and Additional Terms, the Additional Terms take precedence in relation to that Classpop! Discount. Before you participate in any Classpop! Discount, you should always read the Additional Terms.

(e) Event Location and Rental Fees. Hosts may book Event locations through Classpop! in the event you, as a Host, cannot find a suitable location. In the event you, as a Host, book an Event location and/or supplies (e.g., chairs, tables, etc.) through Classpop!, Classpop! will deduct the costs incurred by Classpop! in reserving the location and supplies, plus Classpop!’s Service Fee (“Rental Fees”) from the Contributions paid by the Guests of such Event. In the event the Rental Fees are in excess of the Contributions, you, as the Host, agree to reimburse Classpop! for all Rental Fees in excess of the Contributions.

(f) Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Member Account and select your monthly or annual (as applicable) package (each, a “Service Commencement Date”). Except as set forth in these Terms, all fees for the Services are non-refundable. No contract will exist between you and Classpop! for the Services until Classpop! accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

(g) Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with these Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Classpop!’s then-current price for such subscription. You agree that your Member Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Classpop! that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Classpop! notice) by logging into your Classpop! account and going to the “Classpop! Select” section of your “My Profile” page. If you do not wish your Member Account to renew automatically, or if you want to change or terminate your subscription, please contact Classpop! at 1-800-369-0157 or service@classpop.com or log into your Classpop! account and go to the “Classpop! Select” section of your “My Profile” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Classpop! to charge your Payment Provider now and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Classpop! does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Member Account upon demand and/or (b) you agree that Classpop! may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Member Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

(h) Products and Merchandise. Classpop! may offer products and merchandise for sale via the Website, such as cookware, barware, cooking kits, oils, spices, and edible products. Your receipt of an electronic or other form of order confirmation does not signify Classpop!’s acceptance of your order, nor does it constitute confirmation of our offer to sell. Classpop! reserves the right at any time after receipt of your order to accept or decline your order for any reason. Classpop! further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Classpop! upon our delivery of the products that you have ordered. We may require additional verifications or information before accepting any order. Classpop! reserves the right but is not obligated to, limit the sales of products or Services to any person, geographic region, or jurisdiction. Classpop! may also limit the quantities of products offered.

(i) Event Refunds. Classpop!’s third-party payment processor will hold all pre-paid amounts in escrow up until twenty-four hours after the scheduled end-time for such Event, at which time the prepaid amount will be paid out to the Host in accordance with this Section 4. In the event you, as a Guest, are dissatisfied with any Event that you actually attend, you may submit a complaint within 24 hours of the scheduled end-time of the applicable Event to Classpop!’s customer service department by emailing Classpop! at service@classpop.com. Please include in your email your name, contact information, the date and time of the Event you attended, and a description of your complaint. Classpop! reserves the right, in its sole discretion, to issue refunds, and may withhold Host fees in the event of a complaint. Classpop! DOES NOT guarantee that you will be entitled to any particular refund. Notwithstanding, in the event any Booked Event is canceled prior to the scheduled date and time, you may be entitled to a refund in connection with Classpop!’s refund policy.

YOU ACKNOWLEDGE AND AGREE DISSATISFACTION WITH THE TASTE OF ANY MEAL PROVIDED DURING, OR OVERALL ENJOYMENT OF, ANY EVENT IS NOT, BY ITSELF, SUFFICIENT GROUNDS TO RECEIVE A REFUND.

(j) Classpop! May charge transportation costs for Products and Merchandise as indicated on the respective webpage.

(k) Product Descriptions. Descriptions, images, references, features, content, specifications, products, price, and availability of any products and services are subject to change without notice, and our current prices can be found on the Website. We make reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on any Website at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the possession, use, and sale of any item purchased through the Website. By placing an order, you represent that the products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor or impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service.

(l) Perishable Products. Certain products sold via the Website may be perishable and subject to spoilage. The inclusion of ice packs may help with the protection of the products, but ultimately does not guarantee that your perishable products will arrive unspoiled. Upon arrival, you should promptly check your perishable products to ensure that they have arrived safely. Classpop! does not accept responsibility for any spoilage caused by your failure to promptly refrigerate any products upon arrival.

(m) Alcoholic Products. Alcoholic products sold via the Website may be fulfilled by licensed third-party partners of Classpop!. In the United States, an adult at least 21 years old must be present to receive and sign for packages containing alcoholic beverages. By ordering any alcoholic products via the Website, you represent and warrant that you are at least 21 years old.

(n) Taxes. Prices for meals, food products, Events, merchandise, and products sold via the Websites will include any applicable Sales Tax. When you order products for overseas delivery, you may be subject to import duties and taxes, which are levied when the package with the products arrives at the destination that you specified. Any charges for customs clearance have to be borne by you, as Classpop! has no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship your products to get more information. Please also be aware that you are considered the importer of record and must comply with all laws and regulations of such country.

(p) Return Policy. All sales of products are subject to Classpop!’s then-current return policy available here.

(q) Third-Party Payment Processors. Classpop! uses Stripe, PayPal, and Apple Pay as its third-party service providers for payment services (e.g., card acceptance and related services). By making or accepting any payments on the Website, you agree that Classpop! may share any information and payment instructions you provide with its applicable payment processor to the minimum extent required to complete your transaction. You also agree:

5. GIFT CARDS

These Classpop! Gift Card Terms and Conditions (“GC Terms and Conditions”) are in addition to the Terms and Privacy Policy applicable to the Website. These GC Terms and Conditions form a binding agreement between Classpop! and you as the purchaser or user of gift cards (“Gift Cards”) from the Website. If you do not agree to these GC Terms and Conditions, you should not purchase Gift Cards through the Website.

(a) Purchasing and Redemption.

i. By purchasing Gift Cards on the Website, you agree to these GC Terms and Conditions as well as the Terms of Use and Privacy Policy on the Website.

ii. You further certify and represent to Classpop! that the activities in connection with which the Gift Cards will be used will comply with these GC Terms and Conditions and all applicable laws, rules, and regulations and that the Gift Cards will not be used in any manner that is misleading, deceptive, unfair, or otherwise harmful to consumers or Classpop!, including its investors, officers, employees, agents, servants, assignees, subsidiaries, or any other Classpop!-related entity.

iii. A Website account is not required in order to purchase a Gift Card. If the Gift Card is purchased for an individual other than you, the recipient of the Gift Card shall be notified via email at the email address you provide during the purchase. In the event the recipient does not have a Website account at the time of receiving the email, they will be prompted to create a Website account in order to redeem the Gift Card. A Website account is required in order to redeem a Gift Card.

iv. You may purchase Gift Cards for any value between $10 and $1,000; provided that you may not purchase more than $10,000 in Gift Cards in any twenty-four (24) hour period. If you wish to purchase Gift Cards on behalf of a company in excess of the $10,000 limit, please contact Classpop! at service@classpop.com. . The amount of the Gift Card you purchase shall be charged to you according to your selected payment option when you confirm the purchase of the Gift Card. If the purchase of a Gift Card is part of a promotional campaign wherein the purchase of a Gift Card at a pre-determined dollar amount is awarded with additional Website credits (“Classpop! Credits”), these Classpop! Credits shall only be available for use after the total amount of Gift Cards has been exhausted. In all circumstances Classpop! Credits shall be used only after the exhaustion of Gift Cards.

v. Personal information that you provide in connection with the purchase or redemption of Gift Cards will be governed by the Classpop! Privacy Policy.

vi. Gift Cards may only be redeemed toward the purchase of eligible products on the Website. Redemption of Gift Cards on the Website is subject to change in Classpop!’s sole discretion. Purchases are deducted from the Gift Card balance. Any unused balance will be placed in the recipient's Classpop! account (“Classpop! Credits Balance Display”) when redeemed. If an order exceeds the amount of the Gift Card, the balance must be paid with a credit card or other payment method accepted by Classpop!.

vii. You may be able to obtain your gift card balance by contacting Classpop! customer service at service@classpop.com. . The Gift Card balance relayed to you by a Classpop! customer service agent is an estimate only. In most cases, the balance is adjusted immediately when you make a purchase online, but there may be occasions when the updated balance is delayed for a period of time.

viii. There are no additional fees associated with the Gift Card. You will not be charged any activation, service, dormancy, or inactivity fees. The Gift Card does not expire and does not lose value over time. The Gift Card is not subject to any maintenance or administration fees. The available balance of the Gift Card is reduced only by the amount of each purchase of goods or services and by other deductions, if any, that may be required by law.

ix. Gift Cards never expire.

(b) Use and Limitations.

i. Gift Cards may only be purchased and redeemed by persons residing in the 50 United States and the District of Columbia and may only be used on the Website (www.classpop.com).  Gift Cards cannot be used to purchase other gift cards.

ii. Gift Cards cannot be reloaded, resold, transferred for value, redeemed for cash, or applied to any other account, except to the extent required by law. Unused Gift Card balances in a Website account may not be transferred.

iii. Gift Cards are not returnable or refundable for cash except in states where required by law.

iv. Gift Cards may not be sold or bartered to third parties.

v. Gift Cards may be used as personal or business gifts but may not be used in connection with any marketing, advertising, or other promotional activities (including without limitation via websites, Internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, and radio and television broadcasts) unless you obtain Classpop!’s prior written approval.

vi. Use of Classpop!’s name, logo, trade dress (including any image/likeness of the Gift Cards), or trademarks (or those of any of its subsidiaries or affiliates) in connection with the purchase or use of Classpop! Gift Cards is strictly prohibited. Furthermore, the use of Classpop! Gift Cards in any manner that states or implies that any person, website, business, product, or service is endorsed or sponsored by, or otherwise affiliated with, Classpop! or any of its subsidiaries or affiliates is prohibited.

(c) Classpop Electronic Gift Card

The Classpop electronic Gift Card program allows you to purchase and send a virtual gift card via email or text message. You may choose the occasion, design, and dollar value (within certain limits) and complete your purchase using a credit card, debit card, or certain other electronic payment methods. You may choose when to have your electronic Gift Card delivered to the recipient, provided that your form of payment is approved. You authorize us to charge your credit card, debit card, or other chosen electronic payment method at the time you purchase your electronic Gift Card, regardless of the date you choose for delivery. By sending an electronic Gift Card, you affirm that you are sending the recipient a gift and consent to the recipient receiving the electronic Gift Card.

On the requested delivery date, we will send the recipient of your electronic Gift Card an email or text notifying them that they have received an electronic Gift Card from you. The recipient will then need to select their desired experience from a private chef meal, food tour, online cooking class gift, cookware, and other applicable products and services. We will also send you an email confirming receipt of your electronic Gift Card when the recipient opens the email or text. An electronic Gift Card is like a paper Gift Card and should be treated like cash by the recipient. For clarity, all provisions of these GC Terms and Conditions apply to an electronic Gift Card.

(d) Risk of Loss.

i. If your Gift Card is lost or stolen, immediately contact customer service at service@classpop.com.  Your Gift Card will be canceled, and after an internal investigation, we may issue a new Gift Card with the remaining balance, if any, at our sole discretion. Lost or stolen Gift Cards cannot be replaced without the original confirmation email sent to the email account provided to Classpop!. Classpop! and its affiliates shall have no liability to you for:

• lost or stolen Gift Cards; or
• use of any Gift Cards by third parties through your Website account. You are solely responsible for keeping the username and password for your Website account safe and for any activity conducted under your account.

i. Notwithstanding the above, the risk of loss and title for Gift Cards pass to the purchaser upon our electronic transmission to the purchaser, recipient, or delivery to the carrier, whichever is first and/or applicable. We are not responsible if a Gift Card is lost, stolen, destroyed, or used without your permission.

(e) Fraud.

Classpop! shall have the right to close member accounts or any related account(s) if Classpop! suspects a Gift Card is being used in a fraudulent manner to make purchases on the Website. If a fraudulently obtained Gift Card is redeemed and/or used to make purchases on the Website or any of its affiliated websites set forth above, Classpop! shall immediately suspend the Gift Card and may recoup the amount of the Gift Card by charging the amount from the Credit or Debit Card supplied. Classpop! may also cancel or remove any and all Classpop! Credits on the member accounts and/or any related account(s). Classpop! has a zero-tolerance Fraud policy, and it is the responsibility of the account holder to secure their account and Gift Card.

(f) Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CLASSPOP! AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO GIFT CARDS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT A GIFT CARD CODE IS NON-FUNCTIONAL, UNLESS SUCH NON-FUNCTIONALITY IS DUE TO THE GIFT CARD BEING FULLY REDEEMED, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH GIFT CARD CODE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

(g) Indemnification.

You agree to defend, release, indemnify, and hold harmless Classpop! and its subsidiaries, affiliates, investors, officers, employees, agents, servants, assignees, and/or any other Classpop!-related entity from and against any claims, expenses, or liabilities made against or incurred by any of them in connection with your use of the Gift Cards or your violation of any of these GC Terms and Conditions.

(h) Issuer.

Gift Cards are issued by Classpop, Inc.

(i) Amendments.

Classpop! reserves the right to change or modify these GC Terms and Conditions (“Modified Terms”) from time to time in its sole discretion. Such Modified Terms shall be posted on the Website and shall be binding on all purchases of Gift Cards that occur after the Modified Terms take effect. All terms and conditions contained in these GC Terms and Conditions are applicable to the extent permitted by law.

6. MOBILE TEXT MESSAGE SERVICES TERMS

The following terms in this Section 6 apply to everyone who: (1) signs up to receive one or more SMS or MMS messages and/or messages from Classpop!, or (2) sends us messages via SMS or MMS.

When you sign up for Classpop!’s text alert program, you are expressly consenting to receive text messages on behalf of Classpop! and our affiliated companies. Text message communications from Classpop! and our affiliated companies may include, but are not limited to: (i) information about Events you have created on the Website or have requested a reservation to attend; (ii) operational communications concerning your Account or the use of the Services; (iii) updates concerning new and existing features on the Services; (iv) communications concerning promotions run by us or our third-party partners; and (v) news concerning Classpop! and industry developments (the “Text Services”). You agree that such texts may be generated by automatic telephone dialing systems.

You may opt out of the Text Services at any time by texting the word STOP to +1 (415) 909-4261 from the enrolled mobile device. If you do that, you will receive one additional message confirming that you will no longer receive messages from Classpop! regarding the Events you host and/or plan to attend. If you need help with our Text Services, text the word HELP to +1 (415) 909-4261 or call +1 800-369-0157.

We do not charge a fee for the Text Services; however, depending on your messaging plan, your mobile carrier may charge you for each message we send you or that you send us. It is your responsibility to know whether your carrier will charge you per-message costs (for instance, if you do not have an unlimited texting plan or have exceeded your monthly quota of free messages). We assume no responsibility for charges incurred by your using the Text Services.

The Text Services may not be available in all areas at all times. SMS/MMS messages are distributed via a complex system of service providers, and we cannot guarantee their availability or performance. This means we may not be able to successfully transmit SMS/MMS messages to you, and we have no liability for any such transmission delay or message failure. The Text Services may not work in the event of product, software, coverage, or other changes made by your wireless carrier or changes you make to your mobile device.

You must provide your own wireless device, subscribe to a wireless service on a participating mobile carrier, and be able to receive text messages using that wireless device and your carrier’s service.

7. REFER A FRIEND

Users may encourage other friends to host Events and/or make Booked Events (a “Referral”) in exchange for certain discounts or similar promotions disclosed on the Website (collectively, “Promotions”); however, you are not allowed to offer any individual any form of incentive, inducement, prize or chance of receiving any incentive, inducement, or prize in furtherance of receiving a Referral. Promotions may be governed by specific rules that are separate from these Terms. By participating in such Promotions, you will become subject to those rules, which may vary from the terms and conditions set forth herein. Classpop! urges you to review any specific rules applicable to a particular Promotion, which will be linked to such Promotion. To the extent that the terms and conditions of such Promotions conflict with these Terms, the terms and conditions of such Promotion shall control. If you are determined by Classpop! and/or its representative to be engaging in such behavior and/or to be violating the letter and/or spirit of these Terms (as determined by Classpop! in its sole and absolute discretion), Classpop! will immediately terminate these Terms and your Member Account.

The “Refer a Friend” feature automatically generates emails on your behalf as a convenience. By sending a Referral, you are directing Classpop! to send an email on your behalf from the email address you provided during registration. Users may not send SPAM, or send unsolicited emails to persons they do not know, in order to generate Referrals. By using the “Refer a Friend” feature and/or by sending a Referral, you agree that you are solely responsible for all Referrals you send via the Website and will indemnify and hold Classpop! harmless for any liabilities, judgments, settlements, claims, losses, costs or expenses (including reasonable attorneys’ fees) for any third party claims arising from or related to any Referrals sent from the email address you provided during registration.

8. INTELLECTUAL PROPERTY OWNERSHIP

(a) Except for your Content, all text, content, documents, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Website, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Website (the “Materials”) are owned by Classpop! and its affiliates or used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Classpop! and you, all rights, title, and interest in and to the Materials will at all times remain with Classpop! and/or its Owners. The word “Classpop,” the Classpop! logo, and other marks, logos, and titles are registered and/or common law trade names, trademarks, or service marks of Classpop!. All Content is the sole responsibility of the user who provided it and is stored upon Classpop!’s servers and/or system solely at the direction of such user. Please see the Digital Millennium Copyright Act section below for more details. Classpop! reserves all other rights. Except as expressly provided herein, nothing on the website shall be construed as conferring any license under Classpop!’s and/or its Owner’s intellectual property rights, whether by estoppel, implication, or otherwise. Notwithstanding anything herein to the contrary, Classpop! may revoke any of the foregoing rights and/or your access to the Website, or any part thereof, including the blocking of your IP Address, at any time without prior notice.

(b) You retain ownership of your Content, and you hereby grant (1) Classpop! and its designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, fully paid-up, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, and publicly display and perform (publicly or otherwise) your Content, solely in connection with the Website (including without limitation for purposes of promoting the Website), and (2) users of the Website a limited, revocable, non-exclusive, royalty-free, fully paid-up right to reproduce, distribute and publicly display your Content, provided such users give attribution and use your Content solely for their personal, non-commercial purposes. For the avoidance of doubt, you agree that your sole compensation with regards to Classpop!’s use of your Content, including for its own promotional purposes, is your use of the Site in accordance with these Terms and that you shall not be entitled to any other form of compensation in relation thereto. Please note that, while you retain ownership of your Content, any template or layout in which you arrange or organize such Content through tools and features made available through the Website are not proprietary to you and can be used by Classpop! and others for any purposes. You acknowledge and agree that you have no rights in any such template and/or layout, and such template or layout shall be the sole and exclusive property of Classpop!. You represent, warrant, and covenant that (i) you own or otherwise possess all necessary rights with respect to your Content, (ii) your Content does not and will not infringe, misappropriate, use or disclose without authorization, or otherwise violate any intellectual property or proprietary right of any third party, and are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, and (iii) you have the written consent, release, and permission of each and every identifiable person included in your Content to use the name or likeness of such persons and to authorize Classpop! to store, copy, display or otherwise distribute such person(s) name and likeness in connection with the Website.

(c) By using the Website, you hereby grant Classpop! and its designees a worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual right and license to use your name, image, and likeness (your “Image”), solely in connection with the Website (including without limitation for the purposes of promoting the Website), provided, however, Classpop! shall not use your Image in any manner which implies (directly or indirectly) endorsement, sponsorship, approval or recommendation by you of the Website or Classpop!.

(d) If you upload or post any Recipes to the Services, including any Recipes that you have previously uploaded or posted, you hereby grant to Classpop! a worldwide non-exclusive, transferable, sublicensable, royalty-free, fully paid up, irrevocable and perpetual license to reproduce, distribute, publicly perform, publicly display, create derivative works of and otherwise use such Recipes, in any medium or format, whether now known or hereafter devised.

9. LIMITED USE; RESTRICTIONS ON USE

No other use of the Website or Materials is authorized. Framing of the Website or Materials or posting Materials on other websites is strictly prohibited. The use or misuse of any Materials, except as provided in the Terms of Use, is strictly prohibited. You shall not, without Classpop!’s express written consent: (a) distribute text or graphics to others, (b) copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Materials on any other server, or modify or re-use all or part of the Materials on this system or any other system, (c) use any tradename, trademark, or brand name of Classpop! in metatags, keywords and/or hidden text, (d) copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Materials, in whole or in part, for public or commercial purposes and shall not modify, translate, alter or create any derivative works thereof, (e) create derivative works from the Materials or commercially exploit the Materials, in whole or in part, in any way, and (f) use the Website, the Materials, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to Classpop!, the Owner, or any third party referenced therein. You shall use the Materials and/or any services and products on the Website or accessible via the Website for lawful purposes only. We reserve all other rights. You do not acquire ownership rights to any Materials viewed or accessed, and Classpop!’s posting of the Materials on the Website does not constitute a waiver of any right in such Materials. You shall not alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends, or any other notice included in the Materials.

10. ACCEPTABLE USE

Your use of the Website is conditioned upon your compliance with the following rules (“Acceptable Use Restrictions”):

(a) You shall not upload to, transmit through, or display via the Website any Content that: (i) promotes drinking and driving or irresponsible consumption of alcohol, disparages competitive products, is unlawful, fraudulent, threatening, abusive, libelous, vulgar, profane, indecent, harassing, hateful, offensive, discriminatory, inflammatory, scandalous, defamatory, obscene or otherwise objectionable, or infringes our or any third party's intellectual property or other rights; (ii) contains confidential, proprietary, or trade secret information of any third party; (iii) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, material that depicts child-pornography, acts of violence, drug use or would violate the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (iv) impersonates any person or entity, falsely states or otherwise misrepresents your affiliation with any person or entity, or uses any fraudulent, misleading or inaccurate email address or other contact information; (v) makes any statement, express or implied, that you are endorsed by Classpop!; (vi) contains any unsolicited promotions, political campaigning, advertising or solicitations; (vii) discloses the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, health information, Social Security numbers and credit/debit card numbers; or (viii) in our sole and entire judgment is inappropriate or objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose the Classpop!, any of its officers, directors, or employees, or other users to any harm or liability of any type.

(b) You shall not use the Website to engage in any of the following activities: (i) accessing, using, or uploading Content to, or attempting to access, use, or upload Content to another user's account without permission; or (ii) transmitting, uploading, or downloading, any software or other materials that contain any viruses, worms, malware, trojan horses, defects, date bombs, logic bombs, time bombs, other items of a destructive or disruptive nature, or otherwise attempt to interfere with the proper working of the Website.

(c) You shall not: (i) modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any portion of the Website; (ii) remove any copyright, trademark, or other proprietary rights notices contained in or displayed on any portion of the Website; (iii) “frame” or “mirror” any portion of the Website, whether through automated or manual means, or link to any Material other than via the homepage of the URL located at https://www.classpop.com or the URLs provided by us to you for such purposes, without our prior written authorization; (iv) use any robot, spider, crawler, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Website; or (v) harvest or collect information about or from users of the Website without their express consent and, if such consent is provided, only pursuant to applicable law. Classpop! does not endorse any User submission or any opinion, recommendation, or advice expressed therein, and Classpop! expressly disclaims any and all liability in connection with User Content. Classpop! does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Classpop! reserves the right to remove Content without prior notice and/or to terminate a User's access to the Website if the User has been notified of infringing activity and has had Content removed from the Website more than twice. Classpop! also reserves the right to decide whether Content is appropriate and complies with these Acceptable Use Restrictions at any time, without prior notice and at its sole discretion.

(d) The Website allows users to post reviews, ratings and comments about Events, Hosts, and Guests (collectively, “Reviews”). Classpop! shall have the right, but not the obligation to monitor or review any Reviews at any time for any readily apparent violation of these Terms, including for the purpose of identifying and rejecting Reviews which violate Section 10(a). Notwithstanding the foregoing, you acknowledge that Classpop! is under no obligation to edit or modify any information available in any Reviews or decide any dispute or disagreement between the posters and shall have no liability to you for any content posted in a Review. The Website enables you to publish, store, reproduce and perform Reviews and you are solely responsible for any content, opinion, statement, recommendation or advice contained therein. You acknowledge that any opinions, statements, recommendations, ratings, offers, advice or other information presented or disseminated in any Review are those of their respective authors who are solely responsible and liable for their content. Classpop! reserves the right to refuse to post or remove any material submitted or posted in any Review.

(e) For safety, all written communications must be conducted via the Website.

11. EVENTS

(a) By using the Website or attending any Event, you agree to, and at all times during the Event will, comply with the Classpop’s code of conduct (the “Code of Conduct”) available on this page. In the event you invite or otherwise bring any guests or other parties with you to any Event (“Your Guests”), you agree that you will notify, and make Your Guests aware of the Code of Conduct and its terms and conditions. You acknowledge and agree that you will be responsible for and will ensure that Your Guests, at all times, during any Event, comply with the Code of Conduct. You further acknowledge and agree that you, not Classpop!, will be fully responsible and liable for all acts and omissions of Your Guests during any Event. As such you agree to indemnify, defend and hold harmless Classpop!, its affiliates, and its and their officers, directors, employees, and agents (the “Released Parties”) from and against any demand, claim, loss, suit, judgment, or proceeding (“Claim”) made by any third party due to or arising out of your and/or Your Guests’ alleged (i) breach or violation of any covenant, obligation or terms and conditions in these Terms or the Code of Conduct, (ii) negligence or misconduct, and/or (iii) violation of any applicable law while in attendance of any Event. You further agree to indemnify, defend, and hold harmless the Released Parties from and against any Claim made by Your Guest(s) arising out of or in connection with any Event, including any losses, personal injuries, death, or any other occurrence or event whatsoever. Notwithstanding the foregoing, you shall have no indemnification obligation under this Section 11 with respect to any Claims based upon or arising in whole or in part from the gross negligence or willful misconduct of Classpop!.

(b) From time to time, Classpop!’s own employees may attend the Events hosted by our own members. If a Classpop! employee has enjoyed their experience while in attendance of a Host’s Event, Classpop! may display the “Classpop! Verified” name and logo next to the Host’s name on their profile page (a “Classpop! Verified Host”). Verification simply denotes an overall positive experience by a Classpop! employee while in attendance of one of such Host’s Events. Verification of any Host in the manner contemplated herein is in Classpop!’s sole discretion. You acknowledge and agree that Classpop! Verified Hosts are individuals, and that Classpop! has no control, or duty to control or monitor, any Classpop! Verified Host or any of their Events. You acknowledge that your experience at any Classpop! Verified Host’s Event may be different from the experience of Classpop!. Further, Classpop! does not endorse any Classpop! Verified Host, nor does Classpop! make any representation, warranty, covenant, or other claim regarding such Host, their Events, or the health and safety of the meals they prepare or the venue they provide.

(c) Certain Events, such as wine tastings, may be limited to attendees of 21 years of age or older. Please note that any person that attempts to attend such Events may be denied access and/or participation. In no event will any person be entitled to any refunds hereunder for failure to comply with any such age limitations.

12. HOST TERMS.

If you are a Host, the following terms of this Section along with our Host Agreement terms apply to you:

Hosts are solely responsible for all of their own tools, equipment, training, automobiles, kitchens, Event sites, licensing and other materials or requirements needed, desired or related to hosting, providing, preparing conducting or catering Events and/or Prepared Meals, and you acknowledge that Classpop! will not reimburse you for any such expenses. Classpop! is not, and shall not be, responsible for any liability arising out of any Events, Prepared Meals or other activities conducted by you in connection with this Website. You are not permitted to represent to any Guests or other users of the Website that you are an employee, contractor or agent of Classpop!.

As a Host, you shall not use any Guest phone number for any purposes, including SMS and MMS messages, other than for contacting the Guest in the event of last-minute details prior to and concerning your Event or Private Event. Further, you shall not share such Guest phone number with any third party for any reason whatsoever.

As an independent business, you, as a Host, maintain complete control over your level of participation in the Website, including: (a) deciding when to log into the Website and be available to host Events; (b) deciding when to accept, reject or ignore offers related to hosting Events; (c) selecting your attire – no uniforms or other specific clothes are required; (d) determining the time and location of your Events; (e) you are not restricted from using competitive services or technology platforms; (f) you are permitted to maintain your independent business and other clients without using the Website; (g) you retain the right to hire employees or subcontractors in hosting Events; (h) your opportunity for profit or loss is dependent on your own managerial skills; (i) you are responsible for resolving any disputes with Guests and other users of the Website; (j) you solely control the amount you wish to invest in hosting Events in connection with the Website; and (k) you exclusively control your hosting of Events, and acknowledge that you control the manner and means of your participation in the Website. You are solely responsible for procuring your own insurance, and you agree that you will not seek reimbursement for any expenses incurred in the course of your business activities or make claims against Classpop!’s insurance.

If you serve alcoholic beverages at any Event, you are solely responsible for procuring all licenses and insurance required by applicable laws, rules, regulations, and ordinances and will be solely responsible for all liabilities arising from any failure(s) to do so. You agree to indemnify, defend, and hold harmless Classpop! from and against any liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your breach of this paragraph.

Neither these Terms nor your performance under these Terms shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer or employee, between Classpop! and you or between Classpop! and your employees and agents. You and Classpop! each agree that you and your employees and agents will not receive any Classpop!-sponsored benefits from Classpop!, where benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401k participation. If you, your employees, or agents, are reclassified by a state or federal agency or court as Classpop!’s employee, you and your 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 in effect at the time of such reclassification, you, your employees or agents, as applicable, would otherwise be eligible for such benefits. You acknowledge that it is your sole responsibility for complying with all federal, state, and local tax filing and payment obligations that pertain to any remuneration received from Guests and other end users of the Website or as processed by Classpop! in connection with these Terms, including your 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. You acknowledge that Classpop! is not rendering legal, tax, or investment advice, nor is Classpop! a fiduciary of yours. Accordingly, you acknowledge that you may seek advice from an appropriate professional to comply with any and all applicable federal, state, and local laws or ordinances.

13. SUBMITTED IDEAS

While Classpop! appreciates your interest in Classpop! and the Website, Classpop! does not want and cannot accept any ideas or information you consider confidential and/or proprietary. Except with respect to your personally identifiable information (as expressly provided for in the Privacy Policy), all comments, suggestions, ideas, notes, drawings, concepts, or other information disclosed or offered to us by you through the Website or in response to solicitations on the Website shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of Classpop!. Further, you understand and acknowledge that Classpop! employs both internal and external resources which may have developed or may in the future develop ideas identical to or similar to your suggestions or comments to suggestions and that Classpop! is only willing to consider the suggestion on these terms. In any event, you acknowledge and agree that Classpop! assumes no obligation of confidentiality or nondisclosure, expressed or implied, by considering your suggestion or idea. Without limitation, Classpop! shall exclusively own, and you hereby irrevocably transfer and assign to Classpop!, all now known or hereafter existing rights in and to the suggestion, and Classpop! shall be entitled to unrestricted use of the suggestion for any purpose whatsoever, commercial or otherwise without any form of compensation.

14. CLASSPOP! ONLINE PRIVACY POLICY

Classpop! takes your privacy very seriously. Classpop!’s online Privacy Policy describes the collection, use, and sharing of certain personally identifiable information that may be provided in connection with the use of the Website. Please read and understand our Privacy Policy before accessing or using the Website.

15. DIGITAL MILLENNIUM COPYRIGHT ACT

Classpop! is committed to respecting and protecting the legal rights of copyright owners. As such, Classpop! adheres to the following notice and take-down policy in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the Content infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”). To be valid, a DMCA Takedown Notice must (i) be provided to Classpop!’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
• Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
  
  Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.
  
  Classpop!’s Copyright Agent to receive DMCA Takedown Notices is: Classpop! Legal, email: copyright@classpop.com.  For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases, or other communications should be directed to the applicable customer service links posted on the Website. You acknowledge that in order for Classpop! to be authorized to takedown any Content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

Providing Classpop! with Counter-Notification: If we remove or disable access to Content in response to an infringement notice, we may make reasonable attempts to contact the owner or administrator of the affected Content. If your material has been removed based on a claim that it infringes another party’s copyright and you feel that your material does not constitute copyright infringement, you may provide us with a counter-notification by written communication to our designated agent using the contact information above. Your counter-notification must set forth all of the necessary information required by the DMCA (which may be available at: https://www.copyright.gov/512/). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking the advice of an attorney.

16. UNITED STATES ONLY

By using the Website, you agree and acknowledge that the Website is hosted in the United States. If you are attempting to access the Website from a physical location within the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of this Website, which is governed by U.S. law, this Terms of Use, and the Classpop! Privacy Policy, you are transferring your personal information to the United States and you consent to (i) such transfer, and (ii) the application of the laws of the United States with respect to any dispute arising from or related to the Privacy Policy and/or your use of the Website, other than such rules, regulations, case law, and/or international treaties that would result in the application of the laws of a jurisdiction other than the United States.

17. DISCLAIMERS

Classpop!’s Website acts solely as a venue to allow food lovers and people who enjoy entertaining and participating in events to connect and meet. 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 you have any questions related to the legality of or consents necessary to host any Event, you should consult your own legal counsel. As such, you agree that you, as a Host, are solely responsible for your Events and agree to indemnify, defend and hold harmless Classpop! from any claims, suits, losses, damages, costs and expenses (including reasonable attorneys’ fees) relating to or arising from 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, or other taxes and payments which may be applicable to your Events.

WITHOUT LIMITING THE FOREGOING, THE MATERIALS AND ALL PRODUCTS AVAILABLE FOR SALE AND OTHER FEATURES ON THE WEBSITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND WITH RESPECT TO THE WEBSITE AND/OR MATERIALS, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE, OR NON-INFRINGEMENT. ADDITIONALLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CLASSPOP! DOES NOT MAKE ANY WARRANTIES THAT THE WEBSITE WILL BE UNINTERRUPTED, FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES), SECURE OR ERROR-FREE OR THAT YOUR USE OF THE WEBSITE WILL MEET YOUR EXPECTATIONS, OR THAT THE WEBSITE, CONTENT, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE, CURRENT, COMPLETE, TIMELY, RELIABLE, OR THAT DEFECTS OR ERRORS WILL BE CORRECTED. CLASSPOP! RESERVES THE RIGHT TO CHANGE ANY PART OF THE WEBSITE AT ANY TIME WITHOUT NOTICE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CLASSPOP! HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

SHOULD APPLICABLE LAWS NOT PERMIT THE FOREGOING EXCLUSION OF WARRANTIES, THEN CLASSPOP! HEREBY GRANTS THE MINIMUM WARRANTY REQUIRED BY SUCH APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLASSPOP!, ITS EMPLOYEES, AGENTS, SUPPLIERS, OR ANY OTHER PERSONS SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS SECTION.

18. LIMITATION OF LIABILITY

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. NEITHER CLASSPOP!, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS CAUSED BY A VIRUS, LOSS OF REPUTATION, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, COMPUTER FAILURE, EMOTIONAL DISTRESS, PERSONAL INJURY, PAIN AND SUFFERING, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR ACCESS TO OR USE OF THE WEBSITE, ANY PRODUCT SOLD OR OFFERED VIA THE WEBSITE OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY CONTENT OR OTHER INFORMATION AVAILABLE ON THE WEBSITE, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING SHALL APPLY EVEN IF FORESEEABLE AND EVEN IF CLASSPOP! WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. BECAUSE SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THESE PROVISIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CLASSPOP! AND ITS AFFILIATES EXCEED THE GREATER OF: (I) ONE HUNDRED DOLLARS ($100); OR (II) THE AMOUNTS PAID BY YOU TO CLASSPOP! DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE WEBSITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS, AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS, AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

19. CHOICE OF LAW AND ENFORCEMENT

Except for the arbitration provisions set forth in Sections 24 and 25, your access to the Website, as well as the terms and conditions and the agreement they create, are governed and interpreted by the laws of the State of Florida, other than such laws, rules, regulations, and case law that would result in the application of the laws of a jurisdiction other than the State of Florida.

20. TERMINATION

Classpop! may cancel, suspend, or block your use of the Website or Service without notice for any reason, at our sole discretion, including if there has been a violation of these Terms. Your right to use the Website will end once your registration is terminated, and any data you have stored on the Website, including any profile information or any information related to Events which you have hosted, unless Classpop! is required to retain it by law. You may terminate your registration at any time. Classpop! is not responsible or liable for any records or information that is made unavailable to you as a result of your termination of registration. YOU AGREE THAT CLASSPOP! WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE WEBSITE OR SERVICE. Any limitations on liability that favor Classpop! will survive the expiration or termination of these Terms for any reason.

21. ABILITY TO ACCEPT TERMS OF USE

You affirm that you are more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Use, and to abide by and comply with the Terms of Use.

22. NO ARCHIVE

Notwithstanding anything contained herein, the functionality provided to you by the Website and Classpop!’s systems, networks, and servers are not an archive, and Classpop! shall have no liability to you or any other person for loss, damage, or destruction to your Content or any other information submitted to or via the Website. You shall be solely responsible for (i) uploading your Content, (ii) preventing any loss or damage to your Content, and (iii) maintaining independent archival and backup copies of any Content.

23. ASSIGNMENT

The Terms of Use and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Classpop! without restriction.

24. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION WAIVER (ALL USERS OTHER THAN HOSTS)

The below provisions in this Section 24 apply to all users of the Classpop!’s Website and system, other than Hosts. The dispute resolution/arbitration agreement applicable to Hosts can be found below in Section 25.

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. IT LIMITS THE RIGHT TO OBTAIN DISCOVERY OTHER THAN AS PERMITTED BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”), AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR CLASSPOP! WOULD HAVE IN COURT, SUCH AS APPELLATE REVIEW, ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

For purposes of this Section 24, “Classpop!” shall include its subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns.

(a) Mandatory Notice Of Dispute And Informal Dispute Resolution Process

If you and Classpop! have a Dispute (defined below), you and Classpop! agree to make a good faith effort to resolve the Dispute informally prior to initiating a formal arbitration proceeding. Before initiating an arbitration, you and Classpop! each agree to first provide the other with a detailed written notice (“Notice of Dispute”). The Notice of Dispute must include (i) the name, telephone number, mailing address, and email address of the person or entity providing the notice; (ii) a statement of the legal claims asserted and the factual basis for those claims; and (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy.

If you provide a Notice of Dispute to Classpop!, the Notice of Dispute must be mailed via first-class mail, FedEx, or UPS to: Classpop!, ATTN: Legal Department, Classpop, Inc, 80 SW 8th Street, Suite 2000, Miami, FL 33130. Your Notice of Dispute must include your personal signature. If Classpop! provides you with a Notice of Dispute, Classpop! will mail the notice via first-class mail, FedEx, or UPS to the billing address associated with your account and/or billing information (the “Notice Address”). If Classpop! is unable to reach you at the Notice Address, it may provide a Notice of Dispute to you via email at the email address associated with your account.

If requested by the party that receives the Notice of Dispute, the other party must personally appear at and participate in a telephone settlement conference (if a party is represented by counsel, counsel may also participate) to discuss the Dispute.

For a period of 60 days from the date of receipt of a complete Notice of Dispute, you and Classpop! agree to make attempts to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until the 60-day post-notice resolution period expires, which period may be extended by agreement of the parties. If an agreement cannot be reached within 60 days of receipt of the Notice of Dispute, you or Classpop! may commence an arbitration proceeding pursuant to the procedure outlined below. Compliance with and completing this informal dispute resolution process is a condition precedent to filing any formal dispute resolution proceeding, including a demand for arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal dispute resolution process.

If the sufficiency of a Notice of Dispute or compliance with this mandatory informal dispute resolution process is at issue, it may be decided by a court of competent jurisdiction at either party's election, and any formal dispute resolution proceeding shall be stayed pending resolution of the issue. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.

(b) ARBITRATION AGREEMENT. IF WE ARE UNABLE TO RESOLVE ANY DISPUTE THROUGH THE INFORMAL DISPUTE RESOLUTION PROCESS, YOU AND WE AGREE THAT ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND ANY CLASSPOP! PARTIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO THE SITES, TO THE USE OR ACCESS THEREOF, TO THE PRODUCTS, SERVICES, MATERIALS, PROMOTIONS, PROGRAMS OR OTHER FEATURES OFFERED ON OR THROUGH THE SITES, AND/OR TO THE APPLICATION, ENFORCEABILITY, SCOPE, OR INTERPRETATION OF THIS AGREEMENT TO ARBITRATE ("DISPUTES"), SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION. THE SOLE EXCEPTIONS TO THIS REQUIREMENT ARE THAT (I) YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY, AS LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE BASIS); AND (II) EACH PARTY MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS. DISPUTE WILL BE GIVEN THE BROADEST POSSIBLE MEANING PERMITTED BY LAW. IT INCLUDES CLAIMS THAT AROSE BEFORE THIS OR ANY PRIOR AGREEMENT, OR THAT ARISES AFTER THE TERMINATION OF THIS AGREEMENT. BY AGREEING TO THESE TERMS, YOU GIVE UP YOUR RIGHT TO BRING AND PROSECUTE ANY DISPUTES WITH CLASSPOP! IN A COURT OF LAW OR BEFORE A JURY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS OR REPRESENTATIVE ACTIONS.

ALL DISPUTES SHALL BE DETERMINED BY BINDING ARBITRATION (1) ADMINISTERED BY JAMS, PURSUANT TO THE JAMS STREAMLINED ARBITRATION RULES & PROCEDURES EFFECTIVE JUNE 1, 2021 (THE “JAMS RULES”), AND AS MODIFIED BY THIS AGREEMENT TO ARBITRATE; (2) CONDUCTED BY A SINGLE, NEUTRAL ARBITRATOR; AND (3) TAKE PLACE TELEPHONICALLY UNLESS AN IN-PERSON HEARING IS SPECIFICALLY REQUESTED BY EITHER PARTY. IF AN IN-PERSON HEARING IS REQUESTED, SUCH IN-PERSON HEARINGS SHALL TAKE PLACE IN THE COUNTY OF THE BILLING ADDRESS ASSOCIATED WITH YOUR MEMBER ACCOUNT OR THE COUNTY WHERE YOU RESIDE IN THE INSTANCE WHERE NO ACCOUNT EXISTS. TO THE EXTENT THAT THIS AGREEMENT TO ARBITRATE CONFLICTS WITH THE JAMS POLICY ON CONSUMER ARBITRATIONS PURSUANT TO PRE-DISPUTE CLAUSES MINIMUM STANDARDS OF PROCEDURAL FAIRNESS (THE “MINIMUM STANDARDS”), THE MINIMUM STANDARD IN THAT REGARD WILL APPLY. You and a Classpop! representative shall personally appear (with counsel if you and we are represented) at an initial telephone conference with a case manager before an arbitrator is appointed and at a hearing should one be scheduled by the arbitrator.

DISPUTES MAY ALSO BE REFERRED TO ANOTHER ARBITRATION ORGANIZATION IF YOU AND CLASSPOP! AGREE IN WRITING OR TO AN ARBITRATOR APPOINTED PURSUANT TO SECTION 5 OF THE FEDERAL ARBITRATION ACT.

The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/ or by calling JAMS at 800-352-5267. To commence an arbitration, a Demand for Arbitration is required to be executed and served on Classpop!. Service of the Demand for Arbitration on Classpop! can be mailed to Classpop! Legal Department, Classpop, Inc, 80 SW 8th Street, Suite 2000, Miami, FL 33130, pursuant to the instructions provided by JAMS to submit a Dispute for arbitration. Service of the Demand for Arbitration on you will be sent to the Notice Address. Further instructions on submitting a Demand for Arbitration can be found at https://www.jamsadr.com/adr-forms/.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms.

Except as expressly provided in this Dispute Resolution section, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Dispute Resolution section including, but not limited to, a claim that all or any part of it is void or voidable. The parties shall be responsible for their own attorneys' fees and costs in arbitration unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. The arbitrator shall have the authority under Federal Rule of Civil Procedure 11 to issue sanctions against any party and counsel as a court would. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator. Notwithstanding anything to the contrary, Classpop! will pay all fees and costs that we are required by law to pay.

BECAUSE THE PRODUCTS AND SERVICES PROVIDED TO YOU BY CLASSPOP! CONCERNS INTERSTATE COMMERCE, THE FEDERAL ARBITRATION ACT (“FAA”) GOVERNS THE ARBITRABILITY OF ALL DISPUTES. HOWEVER, APPLICABLE FLORIDA STATE OR U.S. FEDERAL LAW MAY ALSO APPLY TO THE SUBSTANCE OF ANY DISPUTES. YOU AND WE VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT YOU OR WE HAVE TO A JURY TRIAL.

(c) SPECIAL ADDITIONAL PROCEDURES FOR MASS ARBITRATION. If twenty-five (25) or more similar claims are asserted against Classpop! by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following process. Counsel for the claimants and counsel for Classpop! shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration, nor shall any JAMS fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, and Classpop! shall pay the mediator's fee. If the parties are unable to resolve the remaining matters in mediation at this time, each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration, nor shall any JAMS fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. If the parties are unable to resolve the remaining cases after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, and Classpop! shall pay the mediator's fee. If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with one hundred (100) cases proceeding at one time that are selected randomly or by JAMS in staged sets until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, Classpop! agrees to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Dispute Resolution section where a Notice of Dispute or Demand for Arbitration has been submitted, from the time the first cases are selected for a bellwether process until the time your case is selected, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Classpop!. Should a court of competent jurisdiction decline to enforce these "Special Additional Procedures for Mass Arbitration," you and we agree that your and our counsel shall engage in good faith with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with JAMS to address reductions in arbitration fees.

(c) NO CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION OR ARBITRATE ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Further, unless both you and Classpop! expressly agree otherwise, the arbitrator may not consolidate more than one person’s claim, and the arbitrator may not otherwise preside over any form of a class, consolidated, representative, collective, or private attorney general proceeding.

If a court determines that any of the prohibitions on non-individualized relief, class, representative, and private attorney general claims, and consolidation are unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief), and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be stayed pending arbitration of the remaining claims. Specifically, and notwithstanding anything to the contrary in this Section 24 (Dispute Resolution), the arbitrator may not issue a "public injunction," and any such "public injunction," if permitted, may be awarded only by a federal or state court. If either party is permitted to seek a "public injunction," all other claims and prayers for relief must be adjudicated in arbitration first, and any such prayer or claim for a "public injunction" in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party's claim or prayer for "public injunctive relief." In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. If this prohibition of class, representative, or consolidated arbitration is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

(d) Except as specifically provided in this section (e.g., the Additional Procedures for Mass Filings), if any part or parts of the mandatory informal dispute resolution process, arbitration agreement, class action waiver is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of this section shall continue in full force and effect. The mandatory informal dispute resolution process, arbitration agreement, and class action waiver will survive the termination of these Terms.

25. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION WAIVER (HOSTS)

This Section 25 is applicable to Hosts and the Company. Any references to “Arbitration Agreement” in this Section reference only the entirety of this “Section 25.”

(a) Important Notice Regarding this Arbitration Agreement. Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private neutral arbitrator selected by the parties using the process set forth herein. All disputes covered by this Arbitration Agreement will be decided by a single arbitrator through final and binding arbitration and not by way of court or jury trial.

(b) How This Arbitration Agreement Applies. This Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) and evidences a transaction involving commerce. This Arbitration Agreement is intended to be as broad as legally permissible, and, except as it otherwise provided in Section 25(d), applies to all claims or controversies, past, present, or future, that otherwise would be resolved in a court of law or before a forum other than arbitration, including, without limitation, claims and disputes arising out of or related to: (1) this Arbitration Agreement, (2) any other agreement between a Host and Company, (3) Host’s performance of services facilitated by the Company’s platform or website (4) the relationship and/or termination of relationship between the Host and Company. This Arbitration Agreement survives after the termination of Host’s relationship with Company.

(c) Covered Disputes. Except as it otherwise provided in Sections 25(c)-(d), this Arbitration Agreement applies to any dispute that Company may have against a Host or that a Host may have against Company, and/or any of its: officers, directors, members, employees, or agents in their capacity as such or otherwise; parents, partners, subsidiaries and affiliates; successors or assigns; each and all of which may enforce this Arbitration Agreement

Except as it otherwise provided in Sections 25(c)-(d), this Arbitration Agreement also applies, without limitation, to all claims arising out of or related to Host’s relationship with Company, including termination of the relationship, as well as claims based upon or related to defamation, breach of a contract or covenant, fraud, negligence, privacy, trade secrets, discrimination, harassment, retaliation, wages, minimum wage and overtime or other compensation or any monies claimed to be owed, meal breaks and rest periods, expense reimbursement, termination, tort claims, common law claims, equitable claims, the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Pregnancy Discrimination Act, Family Medical Leave Act, Fair Credit Reporting Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by Company and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information Non-Discrimination Act, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, and all similar state laws, and any and all claims for violation of any federal, state or other governmental law, statute, regulation, or ordinance. Additionally, any claims or disputes regarding Host’s relationship with Company and/or work and/or employment status with Company, including without limitation any claims that a Host should be classified as an employee of Company is arbitrable and covered under this Arbitration Agreement.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. But the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and it does not apply to the Class Action Waiver or PAGA Individual Action Requirement, each as further described below. Notwithstanding any other clause or language in this Arbitration Agreement and/or any rules or procedures that might otherwise apply because of this Arbitration Agreement (including without limitation the JAMS Rules discussed below) or any amendments and/or modifications to those rules, any disputes concerning the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and/or any claim that all or any portion of the Class Action Waiver or PAGA Individual Action Requirement is unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an arbitrator.

(d) Limitation on How this Arbitration Agreement Applies. Claims or disputes that may not be subject to arbitration or pre-dispute arbitration agreement as expressly provided by a controlling federal statute are not covered by this Arbitration Agreement. If any claim(s) not covered under this Arbitration Agreement above are combined with claims that are covered under this Arbitration Agreement, to the maximum extent permitted under applicable law, the covered claims will be arbitrated and continue to be covered under this Arbitration Agreement

Nothing in this Arbitration Agreement prevents a Host from making a report to or filing a claim or charge with a governmental agency, including without limitation, the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration, or law enforcement agencies, and nothing in this Arbitration Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement. Nothing in this Arbitration Agreement prevents or excuses a party from exhausting administrative remedies by filing any charges or complaints required by any governmental agency before bringing a claim in Arbitration. This Arbitration Agreement also does not prevent or prohibit a Host in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.

Either 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 relief. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.

(e) Class and Collective Action Waivers. Host and Company agree to bring any claim on an individual basis only. Accordingly, COMPANY AND HOST WAIVE ANY RIGHT FOR ANY DISPUTE TO BE BROUGHT, HEARD, DECIDED, OR ARBITRATED AS A CLASS AND/OR COLLECTIVE ACTION AND THE ARBITRATOR WILL HAVE NO AUTHORITY TO HEAR OR PRESIDE OVER ANY CLASS AND/OR COLLECTIVE ACTION (“Class Action Waiver”). Additionally, no arbitration proceeding under this Arbitration Agreement may be consolidated or joined in any way with an arbitration proceeding involving claims by different individuals.

The Class Action Waiver will be severable from this Arbitration Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In such case, the class and/or collective action must be litigated in a civil court of competent jurisdiction—not in arbitration—but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

(f) California Private Attorneys General Act (“PAGA”) Individual Action Requirement. Host and Company agree to arbitrate PAGA claims on an individual basis only (“PAGA Individual Action Requirement”). Therefore, any claim by a Host under PAGA to recover unpaid wages, civil penalties, or any other individual relief must be arbitrated under this Arbitration Agreement.  Company and Host also agree that non-individual PAGA claims will be stayed and Host will not pursue any such claims in Court until after the Arbitrator, and not any court, issues a final and written determination as to Host’s status as an “aggrieved employee.” The Arbitrator is without authority to preside over any PAGA claim by a Host on behalf of any other person or joined by or consolidated with another person’s PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Arbitration Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable.  In such case, the PAGA action must be litigated in a civil court of competent jurisdiction—not in arbitration—but the portion of this PAGA Individual Action Requirement clause that is enforceable will be enforced in arbitration.

(g) Initiating Arbitration. Company and Host agree that the party initiating the claim must make a written demand for arbitration of the claim to the other party by the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. The demand for arbitration must be signed by the party making the demand for arbitration (Hostt or authorized representative of Company, as applicable). The demand for arbitration shall identify the claim(s) asserted and relief and/or remedy sought. Written demand by Host must be delivered to Company’s agent (Attn: Classpop, Inc., 80 SW 8th Street, Suite 2000, Miami, FL 33130) with a copy via email to legal@classpop.com. Written demand by Company must be delivered to the address on record for the Host. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

(h) Arbitration Procedure. The dispute will be decided by a single decision-maker, called the arbitrator, through a company called JAMS, which is the world’s largest private alternative dispute resolution expert. The arbitrator will be mutually selected by Company and Host. Unless the parties jointly agree otherwise, the arbitrator must be an attorney licensed to practice law in the state in which the arbitration is convened with experience in the subject matter of the dispute, or a retired judge from any jurisdiction. If the parties cannot mutually agree on an arbitrator, then an arbitrator will be selected as follows: JAMS will give each party a list of 11 arbitrators (who are subject to the qualifications listed in the preceding sentence) drawn from its panel of arbitrators. The parties will strike names alternately from the list of names by telephone conference administered by JAMS, with the party to strike first to be determined by a coin toss conducted by JAMS, until only one remains. That person will be designated as the arbitrator. If the individual selected cannot serve, JAMS will repeat the alternate striking selection process. If JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator, who shall act under this Arbitration Agreement with the same force and effect as if he or she had been specifically named herein.

(i) Fees and Costs of Arbitration. Host and Company will pay the fees and costs of arbitration in accordance with the JAMS Rules (defined below) and applicable law. However, in all cases where required by law, Company will pay the costs and fees unique to arbitration, including the arbitrator’s fees. In the event applicable law requires a different allocation of arbitral fees and costs in order for this Arbitration Agreement to be enforceable, then such law will be followed. Each party will pay for its own costs and attorneys' fees, if any, but if any party prevails on a claim which affords the prevailing party attorneys' fees, the arbitrator is authorized to award reasonable fees to the prevailing party as provided by law. The arbitrator will resolve any disputes regarding costs/fees associated with arbitration.

The arbitration shall be under the then current provisions and procedures set forth in JAMS’ Comprehensive Arbitration Rules & Procedures (“JAMS Rules”); provided however, that if there is a conflict between the JAMS Rules and this Arbitration Agreement, this Arbitration Agreement shall govern.

The parties shall cooperate to the greatest extent practicable in the voluntary exchange of documents and information to expedite the arbitration. Host and Company are entitled to adequate civil discovery sufficient to explore the factual basis of the claims and defenses asserted. Therefore, after selection of the arbitrator, each party may take the deposition of 3 individual fact witnesses and any expert witness designated by another party. Each party also may propound requests for production of documents to the other party. Each party shall also have the right to subpoena witnesses and documents for discovery or the arbitration hearing, including testimony and documents relevant to the case from third parties, in accordance with any applicable state or federal law. Additional discovery may be conducted by mutual stipulation, and the arbitrator will have exclusive authority to entertain requests for additional discovery, and to grant or deny such requests, based on the arbitrator’s determination whether additional discovery is warranted by the circumstances of a particular case.

Either party may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment and the arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall have the authority to rule on motions (including the power to issue orders and determine appropriate remedies) regarding discovery and to issue any protective orders necessary to protect the privacy and/or rights of parties and/or witnesses.

(j). Arbitration Hearing and Award. Unless the parties jointly agree otherwise, the arbitration will take place in or near the city in which Host currently or last performed services facilitated by the Company’s platform. The parties will arbitrate their dispute before the arbitrator, who shall confer with the parties regarding the conduct of the hearing and resolve any disputes the parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the parties or as ordered by the arbitrator, any party will have the right to prepare, serve on the other party and file with the arbitrator a brief. The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Agreement. However, the arbitrator shall only be permitted to award those remedies in law or equity which are requested by the Parties and which are supported by the credible, relevant evidence. The arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Judicial review shall be governed by the FAA.

(k) Entire Agreement. This Arbitration Agreement sets forth the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements relating to arbitration. This Arbitration Agreement may be amended only by a written agreement executed by both parties.

(l) Survival. This Arbitration Agreement shall survive the termination of the Host’s contractual agreement with Company.

26. NOTICE

Your affirmative act of using the Website or registering for a Member Account constitutes your electronic signature to these Terms and your consent to enter into agreements with Classpop! electronically. You also agree that Classpop! may send any notices, disclosures, reports, documents, communications, or other records regarding the Website (collectively, “Notices”) in electronic form to: (1) the e-mail address that you provided during registration or (2) by posting the Notice on the Website. The delivery of any Notice form is effective when sent by Classpop!, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling your Member Account. Otherwise, you must give notice to us in writing via email to service@classpop.com  or as otherwise expressly provided.

27. MISCELLANEOUS

Classpop!’s failure to enforce any provision of the Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of the Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

CLASSPOP! CODE OF CONDUCT

(Last revised on July 26, 2024)

CLASSPOP, INC. GUEST AGREEMENT

(Last revised on July 26, 2024)