Venue Agreement

(Last revised on July 10th, 2020)

This Venue Agreement (the “Agreement”) is an agreement by and between Cozymeal, Inc., d/b/a Classpop! with its principal office located at 350 Rhode Island, Suite 240, San Francisco, CA 94103 (“ Classpop!”), and the owner and/or individual or entity that controls all rights (the “Owner” or “ You” or “you” ) with respect to the property designated when registering to become a Classpop! venue (the “ Venue”). You represent to us that you are the lawful Owner of the Venue and that you have legal and binding authority to enter into this Agreement on behalf of the Owner for the Venue. In the event that Owner is not the legal owner of the Venue, Owner represents and warrants that Owner has secured from the legal owner the right and authority to enter into this Agreement and grant Classpop! all rights provided hereunder. In addition to the Classpop! Terms of Use set forth at https://www.classpop.com/ca/legal/terms-of-use (“ Terms of Use”), which you agreed to at the time of your first engagement with Classpop! and its website, this Agreement is effective between Owner and Classpop! as of the date you indicate acceptance of this Agreement by clicking on the “Agree & Submit” button or completing the registration process on Classpop!’s platform (the “ Platform”) as a venue provider, whichever comes first (the “ Effective Date”). If you do not accept and agree to the following terms and conditions, you may not participate as a Classpop! venue.


1. OVERVIEW. The website located at www.classpop.com (the “ Website”) is a copyrighted work belonging to Classpop!. The Website is a social and educational scheduling platform that connects chefs, florists, artists, computer experts and other instructors together (each, a “ Vendor” and collectively the “Vendors”) with users (each, a “Guest”) who wish to participate in social and educational events including cooking classes, flower workshops, computer programming classes, etc. (each, an “ Event” and collectively “ Events”) Vendors create online profiles which feature the Events along with photos and upcoming dates of these Events at a participating Venue.

2. Venue . Owner hereby gives permission to Vendors, Guests, and Classpop! and its employees, agents, contractors and suppliers to enter upon and use the Venue in connection with a booked Event. Owner acknowledges and agrees that Classpop! has no obligation to include the Venue in the Platform.


3. SCHEDULING. Owner will make the Venue available for Events at the dates and times arranged on the Platform. In addition, Owner will provide Vendors with access to the Venue 24hr prior to an Event for the purpose of inspecting the Venue and for setting up the Event.


4. OWNER RESPONSIBILITIES. Owner represents and warrants that the Venue is maintained in compliance with all federal, state and local laws, rules, regulations, codes and ordinances and is free of latent defects or illegal conditions of which Owner is or should be aware. Owner, shall, at its sole expense, obtain all permits and licenses required by federal, state and local law to be obtained in order to hold Events and shall post such permits and licenses as required by applicable law. Without limiting the generality of the foregoing, during the Event, the Venue must have appropriate heating, ventilation, water, electrical power, and restroom facilities, in addition to any other requirements communicated to Venue or set forth in Classpop!’s Venue Policy, if any. Prior to an Event, Owner shall ensure that the Venue is clean and in suitable condition for the Event. Owner acknowledges and agrees that Classpop! has no obligation to provide any cleaning or other services for the Venue prior to, during, or following an Event. As between Classpop! and Owner, Owner will be solely responsible for cleaning the Venue following the Event, and for disposing of trash generated by use of the Venue in connection with the Event. As between Classpop! and Owner, Owner is solely responsible for the personal safety and security of Vendors, Guests, and other patrons of the Venue during their time at the Venue. Owner and Vendorsare responsible for coordinating the logistics of the Events together. Classpop!’s involvement is limited to providing an avenue through the Platform and the Website for Owner and Vendors to get in touch with one another.


5. CONSIDERATION . Owner acknowledges and agrees that Owner will not be paid compensation for providing the Venue under this Agreement nor will the Owner be compensated for Classpop!’s exercise of the rights granted by Owner under this Agreement. Owner further acknowledges and agrees that the consideration Owner will receive for providing the Venue and/or Classpop!’s exercise of its rights under this contract is the opportunity for publicity that the Venue and/or Owner may receive for its participation in the Platform.


6. publicity; media rights. Classpop! may reference and publicize the fact that Owner and/or Venue are participants in the Platform. Owner acknowledges and agrees that Classpop! has the right to photograph, film and record the Venue, and to broadcast, exhibit and otherwise exploit the photographs, film and recordings of the Venue and any and all furnishings, works of art and other objects located in or around the Venue, as well as any tradenames, trademarks, copyrights and logos of Owner or visible on the Venue (collectively, the “ Owner’s Marks”) in any and all manner and media whatsoever, whether now known or hereafter devised, throughout the worldin perpetuity. Without in any way limiting the foregoing, all rights of every kind in and to all photographs, film and recordings made at the Venue (including, without limitation, all copyrights) shall be and remain vested in Classpop!, including, without limitation, the right to use and reuse all such photographs, film and recordings in connection with subsequent related and unrelated productions of any kind, as well as in connection with advertisements, promotions, publicity, clips, and other materials, etc. Neither Owner nor any tenant or any other party having an interest in the Venue shall have any claim or action against Classpop! or any other party arising out of any use of such photographs, film and/or recordings. Owner’s sole remedy for breach of this Agreement by Classpop! shall be an action for money damages. In no event will Owner be entitled to injunctive or other equitable relief.


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


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


9. RELEASE. Owner understands and agrees that by participating in Events, Owner is inviting members of the general public who may be unknown to it into its Venue. Owner understands that Classpop! does not, and has no duty or obligation to, conduct any pre-screening or background checks on any members of the Website. Owner understands and agrees that the Website merely acts as a platform to permit Website members to connect with each other and organize and attend certain social and educational events, and as such, Owner agrees that Classpop! exercises no control and has no authority over Events, or the actions, events and occurrences that take place therein. Owner hereby releases Classpop! and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from this Agreement, including but not limited to, any interactions with Vendorsor Guests arising in connection with or as a result of thisAgreement. If Owner is a California resident, Owner hereby waives California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions for Classpop!’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform.


10. INDEMNIFICATION . Owner agrees to indemnify and hold Classpop!, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Classpop! Party” and collectively, the “ Classpop! Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) the Venue, including but not limited to any damages existing or caused to the Venue; (b) an Event; (c) Owner’s use of, or inability to use, the Website or Platform; (d) Owner’s violation of the Agreement; (e) Owner’s violation of any rights of another party, including any Guest or Vendor; (f) Owner’s violation of any applicable laws, rules or regulations, or (g) any dispute between Owner and Vendor or Owner and Guest. Classpop! reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Owner, in which event Owner will fully cooperate with Classpop! in asserting any available defenses. This provision does not require Owner to indemnify any of the Classpop! Parties for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform.


11. Limitation of Liability. IN NO EVENT WILL CLASSPOP! PARTIES BE LIABLE TO OWNER FOR ANY FAILURE TO MEET ANY OBJECTIVES OF THIS AGREEMENT OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CLASSPOP! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CLASSPOP! PARTIES’ AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.


12. Term And Termination. This Agreement commences upon the Effective Date and will continue until terminated by either party. Classpop! may terminate this Agreement upon written notice to Owner. Provided that there are no scheduled Events at the Venue, Owner may terminate this Agreement upon 30 days written notice to Classpop!. Sections 4-14 of this Agreement will survive termination.


13. DISPUTE RESOLUTION . Claims relating to this Agreement or the Platform will be resolved through final and binding arbitration, except as set forth below. JAMS will administer the arbitration under it Streamlined Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be held in San Francisco, California. Notwithstanding these arbitration provisions, either party may bring suit in the federal or state courts located in San Francisco, California solely for injunctive relief to stop unauthorized use or abuse of the Platform or infringement of intellectual property rights, and both Classpop! and Owner agree to personal jurisdiction there. All disputes will be resolved on an individual basis and Owner may not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidations with other arbitrators are not allowed under this Agreement.

14. 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.


15. General Provisions . Owner’s relationship to Classpop! is that of an independent contractor, and neither party is an agent or partner of the other. Owner will not have, and will not represent to any third party that it has, any authority to act on behalf of Classpop!. This Agreement, and Owner’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Owner without Classpop!’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both Owner and Classpop! agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California. Where Classpop! requires that Owner provides an e-mail address, Owner is responsible for providing Classpop! with Owner’s most current e-mail address. In the event that the last e-mail address Owner provided to Classpop! is not valid, or for any reason is not capable of delivering to Owner any notices required/ permitted by the Agreement, Classpop!’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Owner may give notice to Classpop! at the address listed above. Such notice shall be deemed given when received by Classpop! by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. This Agreement and the Terms of Use are the final, complete and exclusive agreements of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. In the event of any conflict between this Agreement and the Terms of Use (including the Section 13 (Dispute Resolution) in this Agreement), this Agreement will control. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Owner and Classpop.

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