12. GENERAL PROVISIONS; DISPUTE RESOLUTION; ARBITRATION

These Terms and Conditions represent the complete agreement between the parties and supersedes all prior agreements and representations between them. If any provision of these Terms and Conditions are held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of these Terms and Conditions shall remain in full force and effect. The failure of Sam’s to act with respect to a breach of these Terms and Conditions by You or others does not constitute a waiver and shall not limit Sam’s rights with respect to such breach or any subsequent breaches. PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Using or accessing the Site constitutes Your acceptance of this Arbitration provision. Please read it carefully as it provides that You and Sam's will waive any right to file a lawsuit in court or participate in a class action for matters within the terms of this arbitration provision. Sam's 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 Customer Service at 888-746-7726, or visiting http://help.samsclub.com/app/ask. Class Action Waiver and Agreement to Arbitrate EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SAM'S, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT SAM'S AND YOU ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Arbitration Process and Procedure The arbitration will be administered by Judicial Arbitration Mediation Services, Inc. ("JAMS") pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the "JAMS Rules") and as modified by this agreement to arbitrate. The JAMS Rules, including instructions for bringing arbitration, are available on the JAMS website at http://www.jamsadr.com/rules-streamlined-arbitration. The Minimum Standards are available at https://www.jamsadr.com/consumer-minimum-standards/. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by You or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator's decision will follow the terms of these Terms and Conditions and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms and Conditions, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms and Conditions will preclude You from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for You. These Terms and Conditions shall be governed by and construed under the laws of the State of Arkansas and the laws of the United States applicable therein.

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