PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Sam's Club welcomes and encourages you to reach out to its Customer Service representatives regarding any issues or concerns you may have. This agreement does not in any way alter your ability to bring concerns to the attention of Sam's Club Customer Service at 888-746-7726, or visiting https://help.samsclub.com/app/ask.  The “Disputes, Arbitration and Applicable Law” section comprises of this “Disputes, Arbitration and Applicable Law” Section and through the “Applicable Law” section below.

Arbitration Agreement.
SUBJECT ONLY TO THE EXCEPTION BELOW, YOU AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SAM’S CLUB, INCLUDING BUT NOT LIMITED TO YOUR ACCESS TO AND USE OF THE SITE AND CLUBS OR ANY PRODUCTS OR SERVICES OFFERED OR SOLD BY SAM’S CLUB, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, YOU AND SAM’S CLUB AGREE THAT EACH IS WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. This paragraph may be referred to as the Arbitration Agreement in these Terms.
As an exception to the foregoing, you or Sam’s Club may bring an action in small claims court in the United States if (i) it is brought on an individual basis; (ii) the claim is within the scope of the small claims court’s jurisdiction; and (iii) the claim is not removed, appealed, or otherwise transferred to or refiled in any court of general jurisdiction. Claims that qualify for this exception may only proceed on an individual basis in small claims court in the United States or in arbitration.

Class Action Waiver.
YOU AND SAM’S CLUB AGREE THAT ANY ARBITRATION REQUIRED BY THE ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS. You and Sam’s Club each agree to waive the right to have any dispute or claim subject to the Arbitration Agreement brought, heard, administered, resolved, or arbitrated as a class arbitration, class action, or collective action to the maximum extent permitted by law. This paragraph may be referred to as the “Class Action Waiver” in these Terms. Nothing in these Terms precludes you from bringing issues to the attention of federal, state, or local government agencies and, if the applicable law allows, such agencies may seek relief against Sam’s Club for You.

Initiating a Demand for Arbitration.
Any arbitration required by the Arbitration Agreement shall be initiated by You or Sam’s Club by sending the other a written demand for arbitration (“Demand”) only via first-class mail, FedEx, or UPS within the statute of limitations period. Your Demand shall be delivered to: Sam’s Club Legal Department, 1 Customer Drive, Bentonville, AR 72716-0215. The Demand must include (i) the name, telephone number, mailing address, and email address of the person or entity seeking arbitration; (ii) a statement of the legal claims asserted and the factual basis for those claims; (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy; (iv) the original personal signature of the party seeking arbitration; and (v) the original personal signature of any legal counsel or other representative purporting to represent the party seeking arbitration. For purposes of this paragraph, “original personal signature” does not include any digital, scanned, electronic, copied, or facsimile signature. An original personal signature on the Demand certifies the following: (i) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of litigation; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The original personal signature by the party seeking arbitration shall verify under penalty of perjury that the factual statements contained in the Demand are true and correct. Compliance with this paragraph tolls any applicable statute of limitations as to any dispute or claim subject to the Arbitration Agreement that is stated in the Demand for ninety (90) days, or longer as may be agreed to by the parties. After the 90-day period (or a longer period as agreed to by the parties) has expired, any applicable statute of limitations will continue to run, unless (a) the Demand is filed in arbitration pursuant to the “Filing a Demand for Arbitration” Section of these Terms, or (b) the Demand is being administered pursuant to the “Process for Arbitration Bellwether Demands” Section of these Terms.

Filing a Demand for Arbitration.
A party seeking arbitration of any dispute or claim subject to the Arbitration Agreement shall submit a copy of the Demand to the American Arbitration Association (“AAA”) sixty (60) or more days after the Demand is initiated pursuant to the “Initiating a Demand for Arbitration” Section of these Terms. The arbitration shall not be considered as filed with the AAA unless and until there is compliance with the “Initiating a Demand for Arbitration” Section of these Terms. The arbitration will be administered by the AAA pursuant to the applicable AAA Consumer Arbitration Rules and Mediation Procedures and AAA Mass Arbitration Supplementary Rules, except to the extent modified by these Terms. The AAA rules and instructions are available on the AAA website at www.adr.org/consumer. You and Sam’s Club agree that the arbitrator, and not any court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including, but not limited to, any claim that all or part of this Arbitration Agreement is void, voidable, or unconscionable.

Conduct of Arbitration.
In any arbitration of a dispute or claim that is subject to the Arbitration Agreement:

1. You or Sam’s Club may file such dispositive motions as would be permitted by the Federal Rules of Civil Procedure without obtaining permission from the arbitrator. Upon the filing of any dispositive motion, the arbitrator may stay all further action and deadlines in the arbitration until deciding such motion.
2. The parties shall have the right to conduct such discovery from the opposing party or any third party that is proportional to the needs of the claim or dispute, considering the importance of the issues at stake, the amount in controversy, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Proportionality shall be decided by the arbitrator when requested by either party. The arbitrator shall take into account the individual, non-collective, non-representative, and non-class basis of the action when deciding discovery disputes.
3. The arbitrator shall conduct any calls, conferences, or hearings by teleconference or videoconference, unless the arbitrator determines that an in-person hearing is appropriate. Any in-person hearing will be held at a location that is reasonably convenient, if practicable. You and an employee of Sam’s Club shall attend all arbitrator calls, conferences, and hearings.
4. A party may make a written offer of judgment at least seven (7) days before the date set for the arbitration hearing. If a party declines an offer of judgment and fails to obtain a more favorable award, the declining party shall not be entitled to its post-offer costs and shall be responsible for the offering party’s post-offer costs. The arbitrator may decide to include expert fees in said costs.
5. If the arbitrator finds that a party’s claim, counterclaim, appeal, or violation of the “Initiating a Demand for Arbitration” Section was frivolous, asserted in bad faith, or pursued for purposes of harassment, the arbitrator shall award the opposing party their attorneys’ fees, costs, and expenses and all amounts charged by AAA for the arbitration. The arbitrator may enter such award against a party, any of their attorneys, or both.
6. The arbitrator will follow these Terms and the law. The arbitrator shall not have the authority to commit errors of law or legal reasoning. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that individual party’s claim. The arbitrator may not award relief for or against anyone who is not a party, though the individual relief awarded by the arbitrator may incidentally affect non-parties. Subject to any available appeals, and consistent with the individual nature of the arbitration, the arbitration award shall be binding as between you and Sam’s Club, but it shall have no preclusive effect on disputes between Sam’s Club and other parties, even if represented by the same counsel on the same or similar issues.
7. You or Sam’s Club may appeal an arbitration award that manifestly disregards the law by filing a notice of appeal with the AAA within 30 days after an award is rendered and delivered to the parties. The appeal shall be heard by a single arbitrator unless the parties agree to a multi-arbitrator appellate panel. The arbitrator(s) assigned to the appeal shall be selected by agreement of the parties from among those on the AAA Appellate Panel. If the parties are unable to agree, AAA shall appoint the arbitrator(s) from among those on the AAA Appellate Panel. An arbitrator who previously presided over any aspect of a case shall be ineligible from serving as an appellate arbitrator in that same case. The appeal, including briefing, shall be conducted pursuant to the parties’ agreement or the appellate arbitrator(s)’ orders if the parties are unable to agree.
8. All matters relating to the arbitration or the award, including the fact of the arbitration, any discovery exchanged as part of the arbitration, and the award itself, shall be confidential and shall not be disclosed by any party or their attorneys except as necessary to conduct the arbitration, as is strictly necessary to obtain a provisional remedy that must be obtained in court, to enforce or challenge the award, to communicate with government agencies, as required by law, or as otherwise allowed by the Arbitration Agreement. An order confirming the award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the award, the party seeking confirmation of the award must give the other party notice of their intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs their obligation under the award within 15 business days of such notice, the party who gave notice of their intent to confirm the award shall not seek to confirm or otherwise enforce the award.
9. A party may disclose information related to the arbitration in which they have personally participated, including an order or award from the same, in another arbitration only if (a) (i) the party (and not merely their attorney or representative) is also a participant in the other arbitration, (ii) the identifying information of the opposing party or parties is redacted or otherwise not disclosed, and (iii) the disclosure complies with any protective order or other limitation on disclosure entered in the original arbitration; or (b) the opposing party or parties to the original arbitration consents.

Process for Arbitration Bellwether Demands.
If twenty-five (25) or more Demands for arbitration of a dispute or claim subject to the Arbitration Agreement are initiated (i) that involve common questions of law or fact and (ii) where the initiating parties are represented by the same law firm, the same group of coordinated law firms, or the same representative, then such Demands shall be administered pursuant to this paragraph. The group of claimants and group of respondents shall each select five (5) Demands, for a total of ten (10), to be filed with AAA (collectively the “Bellwether Demands”). Each of the Bellwether Demands shall be assigned by AAA to a different arbitrator chosen from its national roster. Each Bellwether Demand will be decided individually by the assigned arbitrator without preclusive effect as to the other arbitrations. After ninety (90) days from the date all Bellwether Demands have been arbitrated and any appeals exhausted, any remaining Demands subject to this paragraph may be filed with AAA. The statute of limitations shall be tolled during this process. You and Sam’s Club agree that this bellwether process is useful to each party and their individual claim to encourage the efficient resolution of disputes. The AAA Mass Arbitration Supplementary Rules shall apply to the extent they are not inconsistent with this paragraph. This process shall also apply to any appeals that may be taken from arbitrations administered pursuant to this paragraph. Notwithstanding any other provision in the Terms, you and Sam’s Club agree that a court of competent jurisdiction shall have authority to enforce the terms of this paragraph with injunctive or other relief.

Severability.
If (i) any dispute or claim subject to the Arbitration Agreement is filed as a class arbitration, class action, collective action, or representative action and (ii) if the Class Action Waiver is held invalid or unenforceable as to such dispute or claim, then the Arbitration Agreement does not apply to that dispute or claim and such dispute or claim must proceed in a court of competent jurisdiction as designated in “General” Section of these Terms, and not as a class, collective, or representative arbitration. If any provision of the “Disputes, Arbitration, and Applicable Law” Section other than the Class Action Waiver is held invalid or unenforceable as to a particular dispute or claim, then such provision shall be severed from the Terms, and the remainder of the Terms shall be enforceable to the maximum extent permitted by law.

Applicable Law.
The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of the “Disputes, Arbitration, and Applicable Law” Section of these Terms. If the FAA is found not to apply to any portion of the “Disputes, Arbitration, and Applicable Law” Section of these Terms, then the applicable laws of the State of Texas shall apply without regard to the choice-of-law principles of any other jurisdiction other than those of the State of Texas.

Termination.
These Terms are effective unless and until terminated by either you or Sam's Club. You may terminate these Terms at any time, provided that you discontinue any further use of the Site and cancel your membership. We also may terminate these Terms at any time and may do so immediately without notice, and deny you access to the Site, if in our sole discretion you fail to comply with any term or provision of these Terms. Upon any termination of these Terms by either you or Sam's Club, you must promptly destroy all Materials and other Photo Content downloaded or otherwise obtained from the Site, as well as all copies of such Photo Content, whether made under these Terms or otherwise. All provisions of these Terms which by their nature are intended to survive the expiration or termination of these Terms shall so survive.

General
These Terms represent the complete agreement and understanding between you and Sam’s Club and supersede all prior agreements and representations between the parties with respect to the subject matter of these Terms. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Sam’s Club. Headings used in these Terms are for reference purposes only and in no way define or limit the scope of the section. EXCEPT AS PROVIDED IN THE “Disputes, Arbitration, and Applicable Law” Section ABOVE, THESE TERMS SHALL BE INTERPRETED AND GOVERNED BY THE APPLICABLE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CHOICE-OF-LAW PRINCIPLES OF ANY JURISDICTION THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF TEXAS. FOR ANY CASES INITIATED IN COURT (OTHER THAN SMALL CLAIMS COURT IN THE UNITED STATES), INCLUDING ANY ORIGINAL ACTION TO COMPEL ARBITRATION, OR TO WHICH THE ARBITRATION AGREEMENT DOES NOT APPLY PURSUANT TO the “SEVERABILITY” SECTION, THE CASE MUST BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS, SHERMAN DIVISION, OR THE STATE COURTS OF COLLIN COUNTY, TEXAS, AND YOU AND SAM’S CLUB BOTH AGREE TO THE JURISDICTION, VENUE, CONVENIENCE, AND EXCLUSIVE AUTHORITY OF THOSE COURTS. Any action filed in any other court (other than an appropriate small claims court in the United States) will be transferred to, or dismissed without prejudice for refiling only in, the United States District Court for the Eastern District of Texas, Sherman Division, or the state courts of Collin County, Texas, and you and Sam’s Club agree that transfer or dismissal cannot be denied based on inconvenience to the parties, piecemeal adjudication of the claims, a risk of inconsistent findings of law or fact, the presence of other parties who are not party to these Terms, or any other private or public considerations. Except as provided in the “Disputes, Arbitration, and Applicable Law” Section above, if any provision of these Terms is held to be unenforceable for any reason, such provision will be severed or reformed only to the extent necessary to make it enforceable and the other terms of these Terms will remain in full force and effect. The failure of Sam’s Club to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Sam’s Club’s rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction. Any use of the term “including” or variations thereof in these Terms shall be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to these Terms) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.