AGREEMENT TO ARBITRATE CLAIMS & CLASS/COLLECTIVE ACTION WAIVER

This Agreement to Arbitrate Claims & Class/Collective Action Waiver (hereinafter, the
Agreement) is made and entered into by and between you (hereinafter, Employee) and the
Company1 (collectively, the Parties). In consideration of Employees employment or continued
employment with the Company and the promises and covenants set forth in this Agreement, the
Parties agree as follows:
A. Preamble
In any organization, disputes will arise from time to time. Occasionally, these disputes necessitate
resolution through a formal proceeding. Traditionally, this proceeding has occurred through our
court system. However, our court system has too often proven to be an exceedingly costly and time
consuming process, thus failing to provide the parties involved with an acceptable resolution of the
dispute. With this in mind, the Company and all of its employees agree to resolve the employment
disputes described below through the Companys Dispute Resolution Policy. This policy is aimed at
resolving employment disputes as quickly, efficiently, and fairly as possible, to the benefit of
everyone involved.
B. Agreement to Arbitrate
In the event that employment disputes (as defined in Section C below) arise between the Company
and Employee, the parties agree to resolve these disputes through informal means. If these
informal attempts at resolution fail, the parties agree to submit the dispute to final and binding
arbitration in accordance with the Federal Arbitration Act, or if that Act is not applicable, in
accordance with the applicable state law equivalent. Such arbitration is the exclusive remedy for
both Employee and the Company as to any employment dispute, regardless of whether it is based in
tort, contract, statute, equity, and/or other laws, unless otherwise provided by law. Except as
otherwise required under applicable law, (1) Employee and the Company expressly intend and agree
that class action and representative action procedures shall not be asserted, nor will they apply, in
any arbitration pursuant to this provision; (2) Employee and the Company agree that each will not
assert class action or representative action claims against the other in arbitration or otherwise; and
(3) Employee and the Company shall only submit their own, individual claims in arbitration and will
not seek to represent the interests of any other person or entity.
This Agreement shall not be construed to create any contract of continued or defined employment
and does not alter the fact that employees of the Company are employed at-will and can
therefore be terminated or voluntarily resign at any time for any reason, or no reason at all, and
with or without notice. This Agreement shall survive the termination of Employees employment
with the Company and shall apply to any claim, dispute, and/or controversy that arises during or
after the termination of Employees employment.
C. Employment Disputes Subject to Arbitration
The Company and Employee agree to arbitrate any dispute, claim, or controversy that they may
have against each other, including their current and former agents, owners, officers, executives,
The Company includes Club Demonstration Services, Inc.; Interactions Consumer Experience Marketing,
Inc.; and SAS Retail Services, Inc.
1

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directors, supervisors, managers, or employees, which arise from the employment relationship
between the Company and Employee and/or the termination of that employment relationship.
Covered employment disputes include, but are not limited to, claims or discrimination, harassment,
and retaliation, as well as claims arising under Title VII of the Civil Rights Act, as amended; the Civil
Rights Act of 1866; the Age Discrimination in Employment Act; the Older Workers Benefit
Protection Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments
Act of 2008; the Equal Pay Act; the Pregnancy Discrimination Act; Sections 1981 through 1988 of
Title 42 of the United States Code, as amended; and any analogous state, local, and municipal laws.
Covered employment disputes also include, but are not limited to, any claims arising under the Fair
Labor Standards Act and any analogous state, local, and municipal wage and hour laws. Covered
employment disputes also include, but are not limited to, any claims arising under the Employment
Retirement Income Security Act; the Health Insurance Portability and Accountability Act; the
Workers Adjustment and Retraining Notification Act; the Occupational Safety and Health Act; the
Family and Medical Leave Act; the Genetic Information Nondiscrimination Act; the Immigration
Reform and Control Act; the Fair Credit Reporting Act; and any analogous state, local, and municipal
laws. Covered employment disputes also include, but are not limited to, any claims for breach of
employment contract or the implied covenant of good faith and fair dealing, wrongful discharge, or
tortious conduct (whether intentional or negligent), including claims of misappropriation, fraud,
conversion, interference with economic advantage or contract, breach of fiduciary duty, invasion of
privacy or defamation, misrepresentation, fraud, and infliction of emotional distress. Covered
employment disputes also include, but are not limited to, any claims against the Companys clients,
customers, or business partners arising out of Employees or the Companys performance of services
on or away from the Companys clients, customers, or business partners property, except to the
extent emergency injunctive relief is required by Employee or the Company pending arbitration.
Nothing in this paragraph shall be read or construed to limit arbitration only to claims typically
brought by an employee; claims the employer would typically bring against the employee are also
subject to arbitration.
This Agreement will not apply to disputes related to workers compensation, unemployment
insurance, or any claim not arbitrable pursuant to federal or state law.
Nothing in this Agreement prevents an employee from filing a charge with a state or federal
administrative agency, such as the U.S. Equal Employment Opportunity Commission. A state or
federal administrative agency would also be free to pursue any appropriate action.
The scope of arbitration is no broader than allowed by law. Nothing contained in this Agreement
is intended to require the arbitration of any matter or claim which the courts having jurisdiction
over such matter or claim have expressly held or ruled are not subject to mandatory arbitration.
D. Procedures for Arbitration
The Employee and the Company agree that the following procedures will be followed for any
dispute covered under this Agreement.
1. Request for Arbitration
Employee or his/her representative must submit a Request for Arbitration in writing to the
Company within the time period required by the law that applies to the claim. If the Request for
Arbitration is not submitted within the applicable time period, Employee agrees that he/she will
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not be able to bring his/her claims to this or any other forum. Employee can obtain a Request for
Arbitration form from the Companys Human Resources or Legal Departments. Alternatively,
Employee can create his/her own Request for Arbitration form, as long as it clearly states
Request for Arbitration at the beginning of the first page. The Request for Arbitration must
include the following information:
(a) A description of the dispute in sufficient detail to advise the Company of the nature of
the dispute;
(b) The date when the dispute first arose;
(c) The names, work locations, and telephone numbers of any co-workers or supervisors
with knowledge of the dispute; and
(d) The relief requested by Employee.
The Company will respond in a timely manner to this Request for Arbitration, so that the parties
can begin the process of selecting an arbitrator. Such response may include any counterclaims that
the Company chooses to bring against Employee.
In the event that the Company initiates arbitration against the Employee, the Company will submit a
Request for Arbitration including the information listed above to Employee or his/her
representative. Employee will respond in a timely manner, and such response may include any
counterclaims Employee chooses to bring against the Company.
2. Selection of the Arbitrator
All disputes submitted to arbitration pursuant to this Agreement will be resolved by a single
Arbitrator. The Arbitrator will by mutually selected by the Company and Employee. If the parties
cannot agree on an arbitrator, then a list of seven (7) arbitrators, experienced in employment
matters, shall be provided by the American Arbitration Association (AAA). The Arbitrator will be
selected by the parties by alternately striking names from the list. The last name remaining on the
list will be the Arbitrator selected to resolve the dispute. Upon selection, the Arbitrator shall set an
appropriate time, date, and place for the arbitration, after conferring with the parties to the dispute.
3. The Arbitrators Authority
The Arbitrator shall have the powers enumerated below:
(a) Ruling on motions regarding discovery, and ruling on procedural and evidentiary issues
arising during the arbitration.
(b) Issuing protective orders on the motion of any party or third-party witness. Such
protective orders may include, but are not limited to, sealing the record of the
arbitration, in whole or in part (including discovery proceedings and motions,
transcripts, and the decision and award), to protect the privacy or other constitutional
or statutory rights of the parties and/or witnesses.
(c) Determining only the issues(s) submitted to him/her. The issue(s) must be identifiable
in the Request for Arbitration or counterclaim(s). Any issue(s) not identifiable in those
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documents will be outside the scope of the Arbitrators jurisdiction and any award
involving such issue(s) is subject to a motion to vacate in a court of law.
(d) Determine any issue(s) submitted to him/her based only upon the applicable state or
federal law. Thus, when a claim is based on a state law, the Arbitrators authority will
be limited to the causes of action and remedies allowed by state statutes and court
precedent valid at the time the Arbitrators decision is made. Similarly, when a claim is
based on federal law, the Arbitrators authority will be limited to the causes of action
and remedies allowed by federal statutes and court precedent valid at the time the
Arbitrators decision is made.
(e) The Arbitrator shall not have the authority to modify, rescind or add to lawful policies or
procedures of the Company.
(f) The Arbitrator shall not have the authority to combine individually filed arbitrations into
a class action or collective action.
4. Discovery
The discovery process shall proceed and be governed as follows:
(a) Parties may obtain discovery by any of the following methods:
(1) Depositions upon oral examination, three per side as of right, with more
permitted if leave is obtained from the Arbitrator.
(2) Written interrogatories, up to a maximum combined total of twenty (20) per
side, with the responding party having twenty (20) days to respond;
(3) Request for production of documents or things or permission to enter upon land
or other property for inspection, with the responding party having twenty (20)
days to serve a written response, produce the documents, and allow entry, or to
file objections to the request. Any motion to compel production or entry must
be made to the Arbitrator within fifteen (15) days of receipt of objections; and
(4) Physical and/or mental examinations, in accordance with Rule 35(a) of the
Federal Rules of Civil Procedure.
(b) All discovery requests shall be submitted no less than sixty (60) days before the hearing
date.
(c) The scope of discoverable evidence shall be in accordance with Rule 26(b)(1) of the
Federal Rules of Civil Procedure.
(d) The Arbitrator shall have the power to enforce the aforementioned discovery rights and
obligations by the imposition of the same terms, conditions, consequences, liabilities,
sanctions and penalties as can or may be imposed in like circumstances in a civil action
by a federal court under the Federal Rules of Civil Procedure, except the power to order
the arrest or imprisonment of a person.
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5. Hearing Procedure
The hearing shall proceed according to the most recent version of the AAA Employment Arbitration
Rules (which can be found at https://www.adr.org) with the following amendments:
(a) The Arbitrator shall rule at the outset of the arbitration on procedural issues that bear
on whether the arbitration is allowed to proceed.
(b) Each party has the burden of proving each element of his/her/its claims or
counterclaims, and each party has the burden of proving any of its affirmative defenses.
(c) In addition to, or in lieu of closing argument, either party shall have the right to present
post-hearing briefs, and the due date for exchanging post-hearing briefs shall be
mutually agreed on by the parties and the Arbitrator.
6. Substantive Law
The applicable substantive law shall be the law of the state where Employee is or was employed at
the time the dispute arose (or the state where Employee resided at the time the dispute arose if he
or she worked remotely for the majority of the work year) or federal law. If both federal and state
laws speak to a cause of action, the party bringing the cause of action shall have the right to elect
his/her/its choice of law. However, choice of law in no way affects the procedural aspects of the
arbitration, which are exclusively governed by the provisions of this Agreement.
7. Opinion and Award
The Arbitrator shall issue a written opinion and award, in conformance with the following
requirements:
(a) The opinion and award must be signed and dated by the Arbitrator.
(b) The Arbitrators opinion and award shall decide all issues submitted.
(c) The Arbitrators opinion and award shall set forth the legal principles supporting each
part of the opinion.
(d) The Arbitrator shall have the same authority to award remedies and damages as
provided to a judge and/or jury under parallel circumstances.
8. Enforcement of Arbitrators Award
Following the issuance of the Arbitrators decision, any party may petition a court to confirm,
enforce, correct, or vacate the Arbitrators opinion and award under the Federal Arbitration Act
and/or applicable state law.

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9. Fees and Costs

Fees and costs shall be allocated in the following manner:
The Company shall bear the fees of the Arbitrator and all other costs associated with arbitration,
excluding:
(a) Each party shall be responsible for his/her/its own attorneys fees, except when the
Arbitrator awards attorneys fees to the prevailing party consistent with applicable state
or federal law; and
(b) Employee shall bear such costs as filing fees and other similar and usual administrative
costs that are common to both court and administrative proceedings and are allowed by
law.
E. Modification
This is the complete agreement of the parties on the subject of arbitration of disputes. This
Agreement supersedes any prior oral or written understandings on the subject. No provision of this
Agreement may be changed, altered, modified, or waived except in writing and signed by Employee
and an authorized representative for the Company.
F. Severability
A court or other entity construing this Agreement should administer, modify, or interpret it to the extent
and such manner as to render it enforceable. Employee and the Company further agree that if any
court or other tribunal of competent jurisdiction declares that any clause or provision contained in this
Agreement is illegal, invalid, or unenforceable, the illegal, invalid, or unenforceable part will no longer
be part of this Agreement, and the remaining provisions shall nevertheless remain in full force and
effect, to the maximum extent permitted by law.

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G. Waiver
THIS AGREEMENT TO ARBITRATE CLAIMS IS IN LIEU OF CIVIL COURT ACTIONS FOR MATTERS
COVERED BY THE AGREEMENT. ALL RIGHTS TO A CIVIL COURT ACTION FOR A DISPUTE ARISING OUT
OF OR RELATED TO THE EMPLOYMENT RELATIONSHIP OR TERMINATION OF THE EMPLOYMENT
RELATIONSHIP ARE WAIVED. ONLY AN ARBITRATOR, NOT A JUDGE OR JURY, WILL HEAR SUCH
DISPUTES AND CLAIMS.
BY SIGNING BELOW, BOTH EMPLOYEE AND THE COMPANY ACKNOWLEDGE THAT THEY HAVE
RECEIVED A COPY OF THIS AGREEMENT AND THAT THEY HAVE READ AND UNDERSTOOD THE
AGREEMENT. THEY FURTHER ACKNOWLEDGE THIS AGREEMENT IS IN CONSIDERATION FOR AND A
MATERIAL CONDITION OF EMPLOYMENT.
THE PARTIES AGREE THAT FINAL AND BINDING ARBITRATION IS THE EXCLUSIVE MEANS FOR
RESOLVING COVERED DISPUTES AND THAT NO OTHER ACTION MAY BE BROUGHT IN ANY COURT.
THE PARTIES UNDERSTAND THAT THIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT
ACTION FOR A DISPUTE RELATING TO ANY MATTER ARISING DURING OR FROM THE
EMPLOYMENT RELATIONSHIP OR THE TERMINATION OF THE EMPLOYMENT RELATIONSHIP. ONLY
AN ARBITRATOR, NOT A JUDGE OR JURY, WILL DECIDE THE DISPUTE.
THE PARTIES FURTHER AGREE THAT THEY WILL RESOLVE THEIR DISPUTES ON AN INDIVIDUAL
BASIS. ANY CLAIMS BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT IN THE PARTIES'
INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS,
COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THIS AGREEMENT ALSO PREVENTS ANY PARTY
FROM PARTICIPATING IN A CLASS ACTION (EXISTING OR FUTURE) THAT WAS BROUGHT BY ANY
OTHER PARTY. INSTEAD, THE PARTIES AGREE TO RESOLVE THEIR DISPUTES UNDER THIS
AGREEMENT ON AN INDIVIDUAL BASIS.
H. Electronic Signature
Employee agrees that by providing an electronic signature, Employee is electronically signing this
document and Employee intends the electronic signature to be his or her legal signature and
agreement to the Agreement. Employee understands that an electronic signature is the legally
binding equivalent of a handwritten signature. Employee will not, at any time in the future,
repudiate the meaning of the electronic signature or claim that Employees electronic signature is
not legally binding. Employee attests that he or she has not granted access to, nor has he or she
provided Employees login credentials to his or her Workday account to anyone else.

January 20, 2015

Date

Whitney Moore,
Vice President, Human Resources

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