CLASSPOP!
TERMS OF USE


(Last revised on July 10th, 2020)

The website located at www.classpop.com (the “ Website”) is a copyrighted work belonging to Cozymeal, Inc. and Cozymeal Canada Inc. (“Classpop!”, “us”, “ our”, and “we”). The Website is a social and educational scheduling platform that connects chefs, florists, artists, computer experts and other instructors together and provides for alternative social and educational experiences (Collectively the “ Services”). Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the W ebsite 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 ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. 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 PHOTO, VIDEO AND/OR AUDIOVISUAL FOOTAGE OF YOU IN ACCORDANCE WITH THE MEDIA RELEASE SET FORTH IN SECTION 8(d) BELOW.

PLEASE BE AWARE THAT SECTION 18 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.

Changes to the Terms and Condition

Occasionally we may make changes to the these Terms for valid reasons, such as improving the existing functions or features or adding new functions or features to the our Website, implementing advancements in science and technology, and reasonable technical adjustments to the Services, ensuring the operability or the security of the Services, and for legal or regulatory reasons. When we make material changes to the Terms, we will provide you with notice as appropriate under the circumstances., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.


1. HOW CLASSPOP! WORKS

Classpop! website is a social and educational scheduling platform that connects professionalchefs, florists, artists, and other instructors together (each, a “Vendor” and collectively the “ Vendors”) with users (each, a “Guest”or “Guests”, collectively with “Vendor” or “Vendors” referred to as “ User” or “Users” or “You ” or “you”) who wish to participate in social and educational events including cooking classes, flower workshops, computer programming classes, etc. (each, an “Event”) Vendors create online profiles which feature the Events along with photos and upcoming dates of these Events (the “Services”).

Vendors may host Events at local restaurants, bars, or other venues (each, a “Venue”). For each Event, the Vendor will create and post the details of the event, the date and time of the Event and details on the Venue. If a Guest decides they want to attend the Vendor’s Event, the Guest can request a reservation to attend the Vendor’s Event.

Upon acceptance of such reservation by the Vendor (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 Vendor chooses to cater a private event (a “ Private Event”), the Guest will provide the Vendor 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(in the case of a culinary Event). If a Vendor decides that they are willing to host the proposed Private Event, the Vendor 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.

The Website acts as a platform to allow Vendors and Guests to connect and arrange Events at Venues. You acknowledge and agree that Classpop! is not a party to any arrangement between the Vendor, 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 Vendor, 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. In short, all liabilities and responsibilities in relation to the arrangement made between the Vendor, Venue and Guest are at the risk of the Vendor, Venue and Guest and Classpop! is merely a platform connecting the parties. The Website acts as a third-party venue in connecting Vendors and Guests to one another and provides the means for the Vendors and Guests to plan for Events. You as a User, acknowledge and agree that Classpop! is not a party to any agreement and /or arrangement made between the Guests and Vendors.


2. MEMBER ACCOUNTS


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 login to our Website with your login credentials from Facebook. If you log in or otherwise associate your Member Account with your login credentials from Facebook, we may receive information about you from Facebook, in accordance with the terms and conditions (e.g. terms of use and privacy policy) of Facebook (“Facebook Terms”). If you elect to share your information with Facebook, we will share information with Facebook in accordance with your election. If you connect to your Facebook account, remember that Classpop! is not responsible for the contents or transmission of Facebook or for the Facebook Terms or privacy practices of Facebook. For more information on how your personal information is shared between the Website and Facebook, please read our Privacy Policy .

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password for the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.

You may not use the Member Account which does not belong to you without first seeking permission from the account holder and second to notify us immediately of such use.

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( INCLUDING ANY UNAUTHORIZED ACCOUNT).

3. YOUR USE OF THE WEBSITE


Subject to these Terms, you are granted a limited license to (a) use 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 8) solely for your personal, non-commercial use, and (c) share, copy and display any 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!. The design and layout of the Website are specifically excluded from the Materials.


4. EVENT FEES & REFUNDS


(a) Guest Payments. Each Guest will pay the fees for each Event (the “ Fee Payable”) in advance and at the time of booking. By reserving admission to an Event, you agree to that your payment card or other payment means may be charged for the full amount of the Fee Payableprior to the Event.In an event additional guests are to attend a Booked Event after the Fee Payable has been processed, the Guest may:

a) Contact us directly to notify us of the additional guests; the Fee Payable will then be updated and processed accordingly;

b) Contact the Vendor directly and notify the Vendor of the additional guests; the Vendor then shall notify us of the additional guests and Fee Payable will be updated and processed accordingly;

c) Attend the Event without prior notice with additional guests after which the Vendor shall notify us of the additional guests in attendance. We will then contact the Guest to confirm they have attended the Booked Event with additional guests and upon confirmation the Fee Payable will be updated and processed accordingly.



(b) Payment information and pricing. Event prices listed on the Website from Vendor in Canada are in Canadian dollars; Event prices listed on the Website from a Vendor in the United States are in United States dollars. Good prices may not include applicable tax and other charges. Taxes and other charges may be added at checkout and will be payable by you as part of the “Fee Payable”.

Fee Payable will be processed through card payment or other payment means. For card payments, Classpop! uses the third-party payment processors to effect charges onto your debit or credit card. You consent to the collection and use of your information (including, if applicable, personal information) by such payment processing service as necessary to process your payments. We reserve the right to change, or to stop accepting, any permitted payment method at any time in our sole discretion.

You agree we may charge your payment card for any order placed and for any additional amounts (including any taxes) as may be applicable in connection with your purchase. You are responsible to ensure that all of your billing information is current, complete, and accurate. We will provide you with an online or emailed billing summary statement which you may review, save, or print at your discretion. This is the only billing statement that will be provided by us.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY FEE PAYABLE.

You will be responsible for paying any applicable taxes relating to your payments and will indemnify and hold harmless Classpop! from any and all taxes, including sales tax, based on any payments made by you via the Website. Classpop! does not make any representation or render any advice as to the potential tax implications of any payments made via the Website, or Event, and you should consult your tax professional with regards to the same.

We encourage Vendors to confirm all Events and to communicate any inability or unwillingness promptly, and we will notify the Guest as soon as reasonably practicable if the Vendor does not confirm the Services. Vendor's may have the discretion to not confirm Events. If the Guest has paid for the Services with his/her/it card, Classpop! will provide the Guest with a refund of the price of Services after communicating to the Guest the non- confirmation or cancellation of the Services by the Vendor.

(c) Cancellation Fees. 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) Refunds. 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 fees payable to Vendors in an event of a complaint. Notwithstanding, in the event any Booked Event is cancelled prior to the scheduled date and time, you will be refunded all amounts prepaid by you in connection with such Event.

YOU, AS A GUEST, ACKNOWLEDGE AND AGREE THAT DISSATISFACTION WITH OVERALL ENJOYMENT OF, ANY EVENT OR DISSATISFACTION WITH THE TASTE OF ANY MEAL PROVIDED IF AN EVENT WAS A CULINARY EXPERIENCE, IS NOT, BY ITSELF, SUFFICIENT GROUNDS TO RECEIVE A REFUND.

(e) Currency . Event prices listed on the Website from Vendor in Canada are in Canadian dollars; Event prices listed on the Website from a Vendor in the United States are in United States dollars. Good prices may not include applicable tax and other charges. Taxes and other charges may be added at checkout and will be payable by you as part of the “Fee Payable”.

(f) Third Party Payment Processors . Classpop!uses Stripe as its third party service provider for payment services (.e.g. card acceptance, and related services). By making or accepting any payments on the Website, you agree to be bound by Stripe’s Privacy Policy at: https://stripe.com/us/privacy and hereby consent and authorize Classpop! and Stripe to share any information and payment instructions you provide to the minimum extent required to complete your transactions. By making or receiving payments on our Website, you also agree to be bound by Stripe’s services agreement at: https://stripe.com/us/legal/ and Stripe’s connect agreement at: https://stripe.com/connect-account/legal.

(g) Non-Circumvention . In order for Classpop! to keep bringing you our services, it is imperative that our users understand and agree that we depend on our users complying with the spirit of these Terms. As such, you acknowledge and agree that you will pay all fees due or owed to any Vendor in connection with any Event booked or otherwise arranged through our Website, and that you will not pay any other user directly any fees associated with any such Event, or otherwise circumvent the payment process hereunder.


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. TheGC 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.

  1. By purchasing Gift Cards on the Website, you agree to these GC Terms and Conditions in addition to the Terms and Conditions and Privacy Policy on our Website.
  2. 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.
  3. A Memberaccount 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.
  4. You may purchase Gift Cards for any value of $10 and more. 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 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.
  5. Personal information that you provide in connection with the purchase or redemption of Gift Cards will be governed by the Classpop! Privacy Policy.
  6. 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!.
  7. 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.
  8. Gift Cards never expire.

(b) Use and Limitations.

  1. Gift Cards may only be purchased and redeemed by persons residing in the 50 United States and the District of Columbia and in Canada, and may only be used on the Website (www.classpop.com). Gift Cards cannot be used to purchase other gift cards.
  2. 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.
  3. Gift Cards are not returnable or refundable for cash except in states where required by law.
  4. Gift Cards may not be sold or bartered to third parties.
  5. 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.
  6. 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) Risk of Loss.

  1. If your Gift Card is lost or stolen, immediately contact customer service at service@classpop.com. Your Gift Card will be cancelled and after an internal investigation, we will issue a new Gift Card with the remaining balance, if any. 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:
  1. lost or stolen Gift Cards; or
  2. 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.
  1. 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.

(d) 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.

(e) Limitation of Liability.

Classpop! AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, 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.

(f) Indemnification.

You agree to defend, release, indemnify and hold harmless Classpop! and its subsidiaries, affiliates, its 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.

(g) Issuer.

Gift Cards are issued by Cozymeal, Inc.

(h) 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 Card 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 message 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!, containing information about Events you have created on the Website or have requested a reservation to attend, in the following manner (the “ Text Services ”):
• If you are a Vendor you will receive a text message notifying you each time: (a) a potential Guest request to reserve attendance to one of your Events; and (b) you receive a message in your Member Account regarding your Event.
• If you are a Guest or potential Guest, you will receive a text message notifying you each time: (a) a Vendor responds to one of your Event reservation requests, and (b) you receive a message in your Member Account regarding any Event (including Booked Events) you have requested a reservation to attend.

You may opt out of the Text Services at any time by texting the word STOP to +1 (415) 423-2699 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) 423-2699 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 use of 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 book 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 for 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 prevail. 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 (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 (herein referred to as “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 right, 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 in Section 14- applicable only to US Users. 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 Websitein 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, 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) By attending or hosting an Event, you further agree to be recorded and/or photographed and consent to the use of your image, likeness, actions and/or voice, throughout the world, in perpetuity, without further authorization or any compensation, in any media, whether now known or hereafter devised, including, without limitation, broadcast, cable and satellite television, social media, and the Internet (e.g., YouTube, other digital video platforms, etc.) and mobile platforms (including mobile apps), and for any purpose (including commercial, merchandising, and promotional purposes) by or on behalf of Classpop! or any of its partners.


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 web sites is strictly prohibited. The use or misuse of any Materials, except as provided in the Terms of Use of in the Materials, is strictly prohibited. You shall not, without the 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 (““Restrictions”):


(a) You shall not upload to, transmit through, or display via the Website any Content that: (i) that promotes drinking and driving or irresponsible consumption of alcohol, disparages competitive products, is unlawful, fraudulent, threatening, abusive, libelous, 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 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, trojan horses, defects, date bombs, time bombs or other items of a destructive nature.


(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, 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, 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 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, Vendors 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, statement, recommendation, 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 here and below. 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 these 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 the 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 the Classpop!, its affiliates, and its and their officers, directors, employees, and agents (the “ Released Parties”) from and against from 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. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” 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 the Classpop!.

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


12. 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, express 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.


13. 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 our using the Website.


14. DIGITAL MILLENNIUM COPYRIGHT ACT- Applicable only to US Users


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;
• 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. 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.


15. INFRINGEMENT AND REPORTING USER CONTENT

Classpop! respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, see Classpop! copyright policy. If Classpop! is notified by a copyright holder, using the forms provided by Classpop!, that any Content infringes a copyright, Classpop! may in its sole discretion remove such Content from the Service, or take other steps that Classpop! deems appropriate, without prior notification to the user or other party who supplied or posted that Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to Classpop! with a request to restore the removed content, which Classpop! may or may not honor, in Classpop!’s sole discretion.

Classpop! copyright policy can be a hyperlink taking the Users to a page which they can fill in a notice including as much detail as possible to allow you to identify the facts or circumstances, including, where possible they provide the followings:

1. A physical or electronic signature of the owner (or person authorised to act on behalf of the owner) of the copyright that is allegedly infringed;

2. Specific identification of each copyrighted work claimed to have been infringed;

3. A description of where the material believed to be infringing is located on Classpop! Website – be as detailed as possible

4. Contact information for the complaining party, such as a complete name, address, telephone number, and email address;

5. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorised by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and that the complaining party is the owner of the right that is allegedly infringed, or agent for the owner.

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, (ii) the application of the laws of the United States and/or the State of California 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 or the State of California, and (iii) the exclusive jurisdiction of the courts of the United States and the State of California.


16. DISCLAIMERS


Classpop!’s Website acts solely as a venue to allow people who are interested in different fields from food to flowers to photography to connect and met.. 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.


THE MATERIALS AND ALL 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 OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN CLASSPOP! HEREBY GRANTS THE MINIMUM EXPRESS OR IMPLIED 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. ADDITIONALLY, CLASSPOP! DOES NOT MAKE ANY WARRANTIES THAT THE WEBSITE WILL BE UNINTERRUPTED, 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, OR RELIABLE. CLASSPOP! RESERVES THE RIGHT TO CHANGE ANY PART OF THE WEBSITE AT ANYTIME WITHOUT NOTICE.

The legal contract for the Services and Events is between the Guest and the Vendor. We have no control over the actions or omissions of any Vendors or Guests. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the Website and Classpop! Services:

i. We do not give any undertaking that the Booked Event from any Vendor through the Website will be of satisfactory quality or suitable for your purpose and we disclaim any such warranties.

ii. We encourage all Vendors to accept all bookings and to communicate any rejection promptly, and we will notify the Guest (generally by email) as soon as reasonably practicable if a Vendor rejects your booking. However, we do not guarantee that Vendors will accept all bookings, and Vendors have the discretion to reject bookings at any time because they are too busy, due to weather conditions or for any other reason.

The foregoing disclaimers do not affect the Guest’s statutory rights against the Vendor they have booked an Event with.

17. LIMITATION OF LIABILITY



YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. NEITHER CLASSPOP!, ITS AFFILIATES, ITS PARTNERS, ITS SUPPLIERS OR ITS LICENSORS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES(each, a “CLASSPOP! Party” and collectively, the “ CLASSPOP! Parties”) WILL BE LIABLE FOR ANY DAMAGES, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR ACCESS TO OR USE OF 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), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING SHALL APPLY EVEN IF CLASSPOP! WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE WEBSITE OR ITS TERMS OF USE OR PRIVACY POLICY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE WEBSITE AND ITS SERVICES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST THE CLASSPOP! PARTIES ARISING OUT OF YOUR USE OF THE WEBSITE. 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. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF CLASSPOP! PARTIES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 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.


18. DISPUTE RESOLUTION

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

(a) Applicability of Arbitration Agreement . You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Classpop!, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Classpop! may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

(b) Arbitration Rules and Forum . The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Classpop! at 420 Mission Bay Blvd N Suite 504, San Francisco, CA, 94158. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Classpop! will pay them for you. In addition, Classpop! will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Authority of Arbitrator . The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Classpop!. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

(d) Waiver of Jury Trial . YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Classpop! are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e)Waiver of Class or Other Non-Individualized Relief . ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other claims shall be arbitrated.

(f) 30-Day Right to Opt Out . You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@classpop.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Classpop! username (if any), the email address you used to set up your Classpop! account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(g) Severability . Except as provided in subsection 18(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(h) Survival of Agreement . This Arbitration Agreement will survive the termination of your relationship with Classpop!.

(i) Modification . Notwithstanding any provision in this Agreement to the contrary, we agree that if Classpop! makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Classpop! at the following address: 420 Mission Bay Blvd N Suite 504, San Francisco, CA, 94158.


19. TERMINATION

Classpop!may cancel, suspend or block your use of the Website 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 or attended, 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. Any limitations on liability that favor Classpop! will survive the expiration or termination of these Terms for any reason.

All Booked Events at the time of termination will be immediately cancelled and any Fee Payable for that particular Event shall be returned to the User’s bank account.

Please note that any suspension or termination of Member Account will be in addition to any and all other rights and remedies that Classpop! may have


20. 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.


21. 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.


22. 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.


23. NOTICE


Your affirmative act of using the Website or registering for 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 from 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. You must give notice to us in writing via email to service@classpop.comor as otherwise expressly provided.


24. EXCLUSIVE VENUE

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Classpop! agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in San Francisco, California. Each party hereby agrees that such court shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum.


25. GOVERNING LAW

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.


26. INDEMNIFICATION

You agree to indemnify and hold Classpop!, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Company Parties’ Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Company Partyreserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your own costs, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Company Properties.

Product Liability indemnification by Vendors. You, as a Vendor, agree to defend the Company Parties, at your sole expense, and will indemnify and hold harmless the Company Parties, from and against any and all product or service liability losses, costs, damages, fees or expenses arising out of or in connection with You or any of youraffiliate’s (including your Guest) use or sale of any sold product or service on the Website, including, but not limited to, any actual or alleged injury, damage, death, loss of profits, loss of economic opportunity, or other damages as a result, directly or indirectly, of the receipt or reliance of the Guest on your services offered on the Website or possession, use or consumption of any products sold by you on the Website or at your hosted Events, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made by You or the Guest. In the event of any such claim against Company Parties, Company Parties shall promptly notify you, the Vendor, in writing of the claim and you, the Vendor, shall manage and control, at your sole expense, the defense of the claim and its settlement. Company Parties shall cooperate with you and may, at its option and expense, be represented in any such action or proceeding.


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

Membership in www.classpop.com (the “ Website”) is a privilege that is contingent upon your continued observance of our code of conduct. In addition, when you became a member of Website, you agreed to be responsible for ensuring that any guests you bring to an Event comply with our code of conduct and to be financially liable for any damages caused by any of your guests to any property or person at a Host’s Event. Capitalized terms used but not defined herein shall have the meaning given to them in the Terms of Use .

The purpose of this code of conduct is simple; to ensure the safety, comfort, and enjoyment of each attendee, including yourself and your guests when attending Events.
To ensure that every person attending has a good time, we ask that all members keep the following in mind when on outings:
1. Please keep swearing to a minimum as some may find it offensive.
2. Treat others in attendance with respect, fairness and equality.
3. Use appropriate volume when at an Event (No yelling please)
4. Respect other people’s personal space.
5. Avoid disruptive behavior
6. No Harassment.
7. No Physical intimidation of others.
8. No Malicious gossip.
9. No Unwanted sexual attention.
10. No violent, aggressive or bullying behavior.

All members are asked to respect each other and behave in an appropriate manner during the Events. Members who do not meet these guidelines may receive a warning or have their membership terminated. A full copy of the code of conduct is available on request.

MEMBER RESPONSIBILITIES
Being a member of the Website comes with a responsibility to yourself, Classpop! and the attendees of Events. Members should:

  • Treat others in attendance at any Event with respect, equality and fairness;
  • Behave responsibly during such Events;
  • Respect the reasonable requests of those in attendance, such as requests for privacy;
  • Follow any reasonable direction or requirement given to them by Classpop! or hosts of any Event; and
  • Seek to promote an atmosphere that is welcoming and enjoyable for those in attendance at any Event.

Members should avoid using offensive, vulgar and obscene language or behavior, which is likely to make others feel uncomfortable, embarrassed or offended. The following guidelines specify other behaviors that members should avoid as they are inconsistent with the purpose of this Code of Conduct and values of Classpop!. Any member who does not meet these guidelines may receive a warning or have their membership terminated. In addition, intentionally attempting or assisting in these behaviors may be considered as serious as engaging in the behavior. Members must not engage in the following behaviors:

  • Abuse/Endangerment or Bullying of a Person : Physically harming, threatening to harm, intentionally or recklessly causing harm to any person or creating a condition that endangers the health and safety of others.
  • Sexual Misconduct or Abuse : Attempted or actual unwanted sexual activity and attention, such as sexual touching or fondling, or other unwanted sexual advances. This including the touching of an unwilling person’s intimate body parts or forcing an unwilling person to touch another’s intimate body parts.
  • Harassment : Behavior that is sufficiently severe or pervasive so as to threaten an individual or substantially interfere with the individual’s privacy or enjoyment of any Event.
  • Disruptive Behavior : Engaging in disorderly, disruptive, lewd or indecent conduct. This item includes but is not limited to: being visibly or noticeably intoxicated, inciting or participating in a riot or group disruption; failing to leave the scene of a riot or group disruption when instructed by officials; disruption of Events or the enjoyment of Events by its attendees; creating unreasonable noise; or creating a physically hazardous or physically offensive condition.
  • Discriminatory Behavior : Behavior that discriminates against other individuals because of such individual’s race, color, religion, sex, handicap, age, national origin, sexual orientation.

Members must not under any circumstances:

  • Possess, carry or use any weapon, ammunition, explosive or fireworks during any Event;
  • Steal, vandalize, damage, destroy or deface any property, personal or otherwise; and
  • Enter or trespass onto any area which is “off limits”, or that the member does not have permission to enter.


BREACHES OF THE Classpop!’S CODE OF CONDUCT

Conflict brought about by any breach or breaches of the clubs “Code of Conduct” by any Website member or their guests are addressed and resolved by Classpop! in its sole discretion. Any observed or reported breach or breaches of the Classpop!’s “Code of Conduct” by any member(s) will be investigated, discussed and dealt with by Classpop! by either a suspension or the revoking of membership.

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