Common use of BINDING ARBITRATION AND CLASS ACTION WAIVER Clause in Contracts

BINDING ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THIS PROVISION CAREFULLY, AS IT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT. There may be instances in which disputes arise between you and VillageED. YOU AND VILLAGEED AGREE THAT PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor VillageED will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. You and we agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings. You and VillageED agree to arbitrate, as provided below, all disputes between you and us (including any related disputes involving VillageED or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning the Plans or this Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and VillageED empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including, without limitation the arbitrability of any dispute, and any claim that all or any part of this Agreement are void or voidable. a. In the event of a dispute, you and VillageED agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. The claiming party must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send any notice of dispute to VillageED Communications, 000 X Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000. ATTN: Legal Department. We will send any notice of dispute to you at the contact information we have for you. b. You and VillageED will attempt to resolve a dispute through informal negotiation within sixty (60) days beginning from the date the notice of dispute is sent. This informal negotiation requires an individual meet–and-confer in person, telephonically, or via videoconference that addresses only the dispute between you and us. If you are represented by counsel, your counsel may participate in the conference, but you will also need to individually participate. VillageED will participate in the conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the dispute resolution conference with respect to a claim, you or we may commence an arbitration proceeding regarding that claim. Alternatively, you may litigate a dispute in small claims court immediately if the dispute meets the requirements to be heard in small claims court and you proceed only on an individual basis, whether or not you first negotiated informally or completed a dispute resolution conference. However, nothing in this paragraph is intended to prohibit the parties from engaging in informal communications to resolve the initiating party’s claims before, during, or after any dispute resolution conference or filing in small claims court. c. If you, on one hand, and VillageED, on the other, do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Plans (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at xxx.xxxxxxx.xxx or 0-000-000-0000. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles County, California; provided, however, that if you can demonstrate that arbitration in Los Angeles County would create an undue burden to you, JAMS may hold an in-person hearing in your hometown area. You and VillageED agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. In accordance with the JAMS Rules, the party initiating the arbitration (either you or VillageED) is responsible for paying the filing fee. If the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then we will pay for any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans, and will reimburse you for the filing fees you incurred in connection with the arbitration. However, if the arbitrator finds that either the substance of your claim or the relief sought in your claim was frivolous or was brought for an improper purpose (as measured by the standards described in Federal Rule of Civil Procedure 11(b)), to the extent permitted by law, we will have the right to seek recovery of any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans that we incurred in connection with the arbitration. You would have the same right. Except as provided above with respect to jurisdiction in Los Angeles County, California, nothing in this arbitration agreement shall be construed as consent by VillageED or its affiliates to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Plans or this Agreement. If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputes.

BINDING ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THIS PROVISION CAREFULLYSECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, AS IT AFFECTS INCLUDING YOUR RIGHTS UNDER THIS AGREEMENTRIGHT TO FILE A LAWSUIT IN COURT. 12.1 Binding Arbitration. There may be instances in which disputes arise between you and VillageED. YOU AND VILLAGEED AGREE THAT PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor VillageED will seek to have a dispute heard as a class action Any dispute, claim or private attorney general action or controversy (“Claim”) relating in any other proceeding in which either party acts or proposes way to act in a representative capacity. You and we agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings. You and VillageED agree to arbitrate, as provided below, all disputes between you and us (including any related disputes involving VillageED or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning the Plans or this Agreement, whether in contractthe Moi ID Site, tort, warranty, statute, regulationyour use of the Service Offerings, or to any products or services sold or distributed by Sarva will be resolved by binding arbitration as provided in this Section 12, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. Neither party shall sue the other legal party other than as provided herein or equitable basisfor enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a Delaware state court located in Delaware. You The arbitrator, and VillageED empower the arbitrator with the not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability applicability, unconscionability, arbitrability, enforceability, or enforceability of these terms or the formation of this contract, including, without limitation the arbitrability of any dispute, and Agreement including any claim that all or any part of this the Agreement are is void or voidable. a. In the event of a dispute, you and VillageED agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. The claiming party must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send any notice of dispute to VillageED Communications, 000 X Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000. ATTN: Legal Department. We will send any notice of dispute to you at the contact information we have for you. b. You and VillageED will attempt to resolve a dispute through informal negotiation within sixty (60) days beginning from the date the notice of dispute is sent. This informal negotiation requires an individual meet–and-confer in person, telephonically, or via videoconference that addresses only the dispute between you and us. If for any reason a claim proceeds in court rather than in arbitration, we and you are represented by counsel, your counsel may participate in the conference, but you will also need to individually participate. VillageED will participate in the conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the dispute resolution conference with respect waive any right to a claim, jury trial. Notwithstanding the foregoing we and you both agree that you or we may commence an arbitration proceeding regarding that claim. Alternatively, you may litigate a dispute bring suit in small claims court immediately if the dispute meets the requirements to be heard in small claims court and you proceed only on an individual basis, whether enjoin infringement or not you first negotiated informally or completed a dispute resolution conference. However, nothing in this paragraph is intended to prohibit the parties from engaging in informal communications to resolve the initiating party’s claims before, during, or after any dispute resolution conference or filing in small claims courtother misuse of intellectual property rights. c. If you, on one hand, and VillageED, on the other, do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Plans (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at xxx.xxxxxxx.xxx or 0-000-000-0000. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles County, California; provided, however, that if you can demonstrate that arbitration in Los Angeles County would create an undue burden to you, JAMS may hold an in-person hearing in your hometown area. You and VillageED agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. In accordance with the JAMS Rules, the party initiating the arbitration (either you or VillageED) is responsible for paying the filing fee. If the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then we will pay for any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans, and will reimburse you for the filing fees you incurred in connection with the arbitration. However, if the arbitrator finds that either the substance of your claim or the relief sought in your claim was frivolous or was brought for an improper purpose (as measured by the standards described in Federal Rule of Civil Procedure 11(b)), to the extent permitted by law, we will have the right to seek recovery of any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans that we incurred in connection with the arbitration. You would have the same right. Except as provided above with respect to jurisdiction in Los Angeles County, California, nothing in this arbitration agreement shall be construed as consent by VillageED or its affiliates to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Plans or this Agreement. If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputes.

BINDING ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THIS PROVISION SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, AS IT AFFECTS INCLUDING YOUR RIGHTS UNDER THIS AGREEMENTRIGHT TO FILE A LAWSUIT IN COURT. There These BINDING ARBITRATION AND CLASS ACTION WAIVER provisions apply to you if you are domiciled in and/or acquired and use the Product in the United States. These provisions may be instances also apply to you if you are domiciled in which disputes arise between and/or acquired and use the Product from outside the United States. See JURISDICTION AND APPLICABLE LAW below for details. Initial Dispute Resolution: Trial Boom’s Customer Support department is available on the web xxxxx://xxx.xxxxxxxxx.xxx/support to address any concerns you and VillageEDmay have regarding the Product. YOU AND VILLAGEED AGREE THAT PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor VillageED will seek The parties shall use their best efforts to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. You and we agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings. You and VillageED agree to arbitrate, as provided below, all disputes between you and us (including any related disputes involving VillageED or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes settle any dispute, actionclaim, question, or other controversy, disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration. or whether based on past, present, or future events, between you and us concerning the Plans or this Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and VillageED empower the arbitrator with the exclusive authority a claim is subject to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including, without limitation the arbitrability of any dispute, and any claim that all or any part of this Agreement are void or voidable. a. In the event of a dispute, you and VillageED agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informallyarbitration. The claiming party must send arbitrator shall be empowered to the other party grant whatever relief would be available in a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damagescourt under law or in equity. You must send any notice of dispute to VillageED Communications, 000 X Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000. ATTN: Legal Department. We will send any notice of dispute to you at the contact information we have for you. b. You and VillageED will attempt to resolve a dispute through informal negotiation within sixty (60) days beginning from the date the notice of dispute is sent. This informal negotiation requires an individual meet–and-confer in person, telephonically, or via videoconference that addresses only the dispute between you and us. If you are represented by counsel, your counsel may participate in the conference, but you will also need to individually participate. VillageED will participate in the conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the dispute resolution conference with respect to a claim, you or we may commence an arbitration proceeding regarding that claim. Alternatively, you may litigate a dispute in small claims court immediately if the dispute meets the requirements to The arbitrator's award shall be heard in small claims court and you proceed only binding on an individual basis, whether or not you first negotiated informally or completed a dispute resolution conference. However, nothing in this paragraph is intended to prohibit the parties from engaging and may be entered as a judgment in informal communications to resolve the initiating party’s claims before, during, or after any dispute resolution conference or filing in small claims court. c. If you, on one hand, and VillageED, on the other, do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right court of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Plans (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”)competent jurisdiction. The JAMS Rules and instructions about how to initiate an governing the arbitration are available may be accessed at xxx.xxxxxxx.xxx xxxx://xxx.xxxxxxx.xxx/ or 0-by calling JAMS at (000-) 000-0000. Arbitration may Your arbitration fees and your share of arbitrator compensation shall be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles County, California; provided, however, that if you can demonstrate that arbitration in Los Angeles County would create an undue burden to you, JAMS may hold an in-person hearing in your hometown area. You and VillageED agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered governed by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive reliefJAMS Comprehensive Arbitration Rules, but only to the extent required to satisfy your individual claim. In accordance with shall not incorporate the JAMS RulesClass Action Procedures, the party initiating the arbitration (either you or VillageED) is responsible for paying the filing fee. If the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then we will pay for any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans, and will reimburse you for the filing fees you incurred in connection with the arbitration. However, if the arbitrator finds that either the substance of your claim or the relief sought in your claim was frivolous or was brought for an improper purpose (as measured by the standards described in Federal Rule of Civil Procedure 11(b)), to the extent permitted by lawapplicable, we the Consumer Minimum Standards, including the then-current limit on arbitration filing fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Trial Boom will pay the additional cost. The parties understand that, absent this mandatory provision, they would have the right to seek recovery sue in court and have a jury trial. They further understand that, in some instances, the costs of any JAMS Case Management Fees arbitration could exceed the costs of litigation and all professional fees for the arbitrator’s Plans that we incurred right to discovery may be more limited in connection with the arbitration. You would have the same right. Except as provided above with respect to jurisdiction arbitration than in Los Angeles County, California, nothing in this arbitration agreement shall be construed as consent by VillageED or its affiliates to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Plans or this Agreement. If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputescourt.

BINDING ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THIS PROVISION SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, AS IT AFFECTS INCLUDING YOUR RIGHTS UNDER THIS AGREEMENTRIGHT TO FILE A LAWSUIT IN COURT. There These BINDING ARBITRATION AND CLASS ACTION WAIVER provisions apply to you if you are domiciled in and/or acquired and use the Product in the United States. These provisions may be instances also apply to you if you are domiciled in which disputes arise between and/or acquired and use the Product from outside the United States. See JURISDICTION AND APPLICABLE LAW below for details. Initial Dispute Resolution: Trial Pro's Customer Support department is available on the web xxxxx://xxxxxxxx.xxx/support to address any concerns you and VillageEDmay have regarding the Product. YOU AND VILLAGEED AGREE THAT PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor VillageED will seek The parties shall use their best efforts to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. You and we agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings. You and VillageED agree to arbitrate, as provided below, all disputes between you and us (including any related disputes involving VillageED or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes settle any dispute, actionclaim, question, or other controversy, disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration. or whether based on past, present, or future events, between you and us concerning the Plans or this Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and VillageED empower the arbitrator with the exclusive authority a claim is subject to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including, without limitation the arbitrability of any dispute, and any claim that all or any part of this Agreement are void or voidable. a. In the event of a dispute, you and VillageED agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informallyarbitration. The claiming party must send arbitrator shall be empowered to the other party grant whatever relief would be available in a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damagescourt under law or in equity. You must send any notice of dispute to VillageED Communications, 000 X Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000. ATTN: Legal Department. We will send any notice of dispute to you at the contact information we have for you. b. You and VillageED will attempt to resolve a dispute through informal negotiation within sixty (60) days beginning from the date the notice of dispute is sent. This informal negotiation requires an individual meet–and-confer in person, telephonically, or via videoconference that addresses only the dispute between you and us. If you are represented by counsel, your counsel may participate in the conference, but you will also need to individually participate. VillageED will participate in the conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the dispute resolution conference with respect to a claim, you or we may commence an arbitration proceeding regarding that claim. Alternatively, you may litigate a dispute in small claims court immediately if the dispute meets the requirements to The arbitrator's award shall be heard in small claims court and you proceed only binding on an individual basis, whether or not you first negotiated informally or completed a dispute resolution conference. However, nothing in this paragraph is intended to prohibit the parties from engaging and may be entered as a judgment in informal communications to resolve the initiating party’s claims before, during, or after any dispute resolution conference or filing in small claims court. c. If you, on one hand, and VillageED, on the other, do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right court of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Plans (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”)competent jurisdiction. The JAMS Rules and instructions about how to initiate an governing the arbitration are available may be accessed at xxx.xxxxxxx.xxx xxxx://xxx.xxxxxxx.xxx/ or 0-by calling JAMS at (000-) 000-0000. Arbitration may Your arbitration fees and your share of arbitrator compensation shall be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles County, California; provided, however, that if you can demonstrate that arbitration in Los Angeles County would create an undue burden to you, JAMS may hold an in-person hearing in your hometown area. You and VillageED agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered governed by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive reliefJAMS Comprehensive Arbitration Rules, but only to the extent required to satisfy your individual claim. In accordance with shall not incorporate the JAMS RulesClass Action Procedures, the party initiating the arbitration (either you or VillageED) is responsible for paying the filing fee. If the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then we will pay for any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans, and will reimburse you for the filing fees you incurred in connection with the arbitration. However, if the arbitrator finds that either the substance of your claim or the relief sought in your claim was frivolous or was brought for an improper purpose (as measured by the standards described in Federal Rule of Civil Procedure 11(b)), to the extent permitted by lawapplicable, we the Consumer Minimum Standards, including the then-current limit on arbitration filing fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Trial Pro will pay the additional cost. The parties understand that, absent this mandatory provision, they would have the right to seek recovery sue in court and have a jury trial. They further understand that, in some instances, the costs of any JAMS Case Management Fees arbitration could exceed the costs of litigation and all professional fees for the arbitrator’s Plans that we incurred right to discovery may be more limited in connection with the arbitration. You would have the same right. Except as provided above with respect to jurisdiction arbitration than in Los Angeles County, California, nothing in this arbitration agreement shall be construed as consent by VillageED or its affiliates to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Plans or this Agreement. If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputescourt.

BINDING ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THIS PROVISION CAREFULLYSECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, AS IT AFFECTS INCLUDING YOUR RIGHTS UNDER THIS AGREEMENTRIGHT TO FILE A LAWSUIT IN COURT. 12.1 Binding Arbitration. There may be instances in which disputes arise between you and VillageED. YOU AND VILLAGEED AGREE THAT PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor VillageED will seek to have a dispute heard as a class action Any dispute, claim or private attorney general action or controversy (“Claim”) relating in any other proceeding in which either party acts or proposes way to act in a representative capacity. You and we agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings. You and VillageED agree to arbitrate, as provided below, all disputes between you and us (including any related disputes involving VillageED or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning the Plans or this Agreement, whether in contractthe IOME Site, tort, warranty, statute, regulationyour use of the Service Offerings, or to any products or services sold or distributed by Sarva will be resolved by binding arbitration as provided in this Section 11, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. Neither party shall sue the other legal party other than as provided herein or equitable basisfor enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a Delaware state court located in Delaware. You The arbitrator, and VillageED empower the arbitrator with the not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability applicability, unconscionability, arbitrability, enforceability, or enforceability of these terms or the formation of this contract, including, without limitation the arbitrability of any dispute, and Agreement including any claim that all or any part of this the Agreement are is void or voidable. a. In the event of a dispute, you and VillageED agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. The claiming party must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send any notice of dispute to VillageED Communications, 000 X Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000. ATTN: Legal Department. We will send any notice of dispute to you at the contact information we have for you. b. You and VillageED will attempt to resolve a dispute through informal negotiation within sixty (60) days beginning from the date the notice of dispute is sent. This informal negotiation requires an individual meet–and-confer in person, telephonically, or via videoconference that addresses only the dispute between you and us. If for any reason a claim proceeds in court rather than in arbitration, we and you are represented by counsel, your counsel may participate in the conference, but you will also need to individually participate. VillageED will participate in the conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the dispute resolution conference with respect waive any right to a claim, jury trial. Notwithstanding the foregoing we and you both agree that you or we may commence an arbitration proceeding regarding that claim. Alternatively, you may litigate a dispute bring suit in small claims court immediately if the dispute meets the requirements to be heard in small claims court and you proceed only on an individual basis, whether enjoin infringement or not you first negotiated informally or completed a dispute resolution conference. However, nothing in this paragraph is intended to prohibit the parties from engaging in informal communications to resolve the initiating party’s claims before, during, or after any dispute resolution conference or filing in small claims courtother misuse of intellectual property rights. c. If you, on one hand, and VillageED, on the other, do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Plans (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at xxx.xxxxxxx.xxx or 0-000-000-0000. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles County, California; provided, however, that if you can demonstrate that arbitration in Los Angeles County would create an undue burden to you, JAMS may hold an in-person hearing in your hometown area. You and VillageED agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. In accordance with the JAMS Rules, the party initiating the arbitration (either you or VillageED) is responsible for paying the filing fee. If the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then we will pay for any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans, and will reimburse you for the filing fees you incurred in connection with the arbitration. However, if the arbitrator finds that either the substance of your claim or the relief sought in your claim was frivolous or was brought for an improper purpose (as measured by the standards described in Federal Rule of Civil Procedure 11(b)), to the extent permitted by law, we will have the right to seek recovery of any JAMS Case Management Fees and all professional fees for the arbitrator’s Plans that we incurred in connection with the arbitration. You would have the same right. Except as provided above with respect to jurisdiction in Los Angeles County, California, nothing in this arbitration agreement shall be construed as consent by VillageED or its affiliates to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Plans or this Agreement. If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputes.