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1 JASON A. GELLER, SBN 168149
jgeller@fisherphillips.com
2 VINCENT J. ADAMS, SBN 249696
vadams@fisherphillips.com
3 AARON D. LANGBERG, SBN 284975
alangberg@fisherphillips.com ELECTRONICALLY
4 FISHER & PHILLIPS, LLP F I L E D
One Embarcadero Center, Suite 2050 Superior Court of California,
5 County of San Francisco
San Francisco, CA 94111
Telephone: (415) 490-9000 09/05/2019
6 Facsimile: (415) 490-9001 Clerk of the Court
BY: VANESSA WU
Deputy Clerk
7 Attorneys for Defendant,
LIGHT LABS INC.
8
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 IN AND FOR THE COUNTY OF SAN FRANCISCO
11 GRETCHEN VAGHARSHAKIAN, CASE NO.: CGC-19-576776
[Unlimited Jurisdiction]
12 Plaintiff,
DECLARATION OF CHAD THOMPSON
13 v. IN SUPPORT OF DEFENDANT’S MOTION
TO COMPEL ARBITRATION AND TO
14 LIGHT LABS INC.; and DOES 1-50, STAY PROCEEDINGS PENDING THE
inclusive, OUTCOME OF ARBITRATION
15
Defendants. [Filed Concurrently with Notice of Motion;
16 Memorandum of Points & Authorities;
Declaration of Vincent J. Adams; Declaration of
17
Thomas Barone; Request for Judicial Notice;
18 Notice of Lodgment of Non-California
Authorities; and (Proposed) Order)]
19
Date:
20 Time: 9:30 a.m.
Dept.: 302
21
Reservation No.
22
Complaint Filed: June 17, 2019
23 Trial Date: None Set
24 DECLARATION OF CHAD THOMPSON
25 I, CHAD THOMPSON, declare as follows:
26 1. I make this declaration in support of Defendant LIGHT LABS, INC.’s (“Light
27 Labs”) Motion to Compel Arbitration and to Stay Proceedings Pending the Outcome of
28 Arbitration. I have personal knowledge of the facts set forth herein, and if called upon to testify
1
DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL
ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION
1 thereto, I could and would competently do so under oath.
2 2. I am the Manager, Technology Service Desk, for TriNet USA, Inc. (“TriNet”). I
3 have been employed by TriNet since June 2012. In my current position, I oversee a team of
4 Service Desk Analysts who are often tasked with the retrieval and analysis of reports and log
5 files relating to user access across all of TriNet’s portals. Additionally, I oversee the operation of
6 TriNet’s servers and software, security reviews, and oversee TriNet’s internal and client-facing
7 applications such as PeopleSoft and TriNet’s online platform.
8 3. TriNet is a licensed Professional Employer Organization (“PEO”). PEOs fulfill
9 general administrative needs for their clients, including payroll processing and providing access
10 to certain personnel information, documents, and notices for their client’s worksite employees.
11 4. TriNet maintains a password-protected online portal that provides clients and their
12 worksite employees access to certain employment policies, employee records, and forms (including
13 payroll records, PTO available, and time off requests), and information, including TriNet’s
14 employee handbook. Both TriNet employees, as well as the employees of TriNet clients are
15 provided access to the online portal.
16 5. In my position, I am familiar with the online tools that TriNet makes available to
17 its clients’ worksite employees. Specifically, I am currently involved in the maintenance of the
18 online portal and the online processes by which individuals are provided with TriNet’s Terms
19 and Conditions Agreement (“TCA”) and the Dispute Resolution Protocol (“DRP”), are allowed
20 to review and acknowledge the TCA and DRP and agree to abide by both. Finally, in my position,
21 I have access to the online portal and the information contained in it.
22 6. Light Labs is a customer of TriNet and has been since March 16, 2016. In TriNet’s
23 documents, including the TCA and DRP, Light Labs is referred to as a “client,” “customer,” or as
24 the “worksite employer.” Because it is the on-site employer, Light Labs retained the
25 responsibilities of hiring and directing the day-to-day work of its worksite employees, such as
26 former employee Plaintiff GRETCHEN VAGHARSHAKIAN (“Ms. Vagharshakian”).
27 7. Employees of TriNet’s customers, such as Ms. Vagharshakian, access the online
28 portal as part of TriNet’s onboarding process (for new employees), or once TriNet and a client
2
DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL
ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION
1 establish a relationship and TriNet assumes responsibility for providing document access (for
2 existing employees). Worksite employees are also prompted to access TriNet’s online portal
3 during their employment, for example, to accept a revised TCA implemented by TriNet.
4 Employees of TriNet customers are referred to as “worksite employees.” Worksite employees
5 who are provided access to the TriNet online portal and who receive payroll processed by TriNet
6 retain their status as worksite employees of the client company while TriNet acts as the PEO. All
7 applicants and employees of our customers, including Light Labs, are informed at the
8 commencement of their employment of the existence of the PEO relationship and TriNet’s status
9 as the PEO.
10 8. TriNet’s online portal is password-protected. When worksite employees first
11 access the online portal, they encounter a log on screen. At this screen, they must enter both a
12 username and a password. Otherwise, they cannot proceed. Worksite employees are notified by
13 a “Welcome” e-mail of their default password for logging in. Based on TriNet’s standard
14 operating procedures, I am informed and believe that from 2014 to 2017, as part of TriNet’s
15 onboarding process, the worksite employees used the default password upon their first login to
16 accept the TCA. Once the worksite employees logged in and accepted the TCA, the worksite
17 employees then generated their unique password. Thereafter, they can use the same password
18 that they created, along with their username, to subsequently log on to their online portal account.
19 9. Once a worksite employee creates his or her own unique password, nothing in
20 TriNet’s system shares that password with anyone. The password cannot be manually retrieved
21 from the system by anyone. TriNet designed and developed the system and internal security
22 protocols to ensure each user’s individual password security. If a worksite employee forgets his
23 or her password, TriNet has no way to retrieve it. In most cases, the only thing TriNet can do is
24 manually “re-set” that user’s online portal account to allow him/her to create a new password,
25 just as if he/she were a new user. Worksite employers, such as Light Labs, do not have access to
26 change the login password for any of their worksite employees. Furthermore, TriNet’s security
27 protocols do not permit anyone other than a user with the correct password to enter a worksite
28 employee’s individual online portal account. TriNet has the ability to “view” select screens of a
3
DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL
ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION
1 worksite employee’s online portal account, but TriNet has no ability to directly access that
2 account, or to perform any functions within that online portal account as that user.
3 10. I have reviewed TriNet’s data regarding the online portal system, including data
4 related to the individual online portal account created for Ms. Vagharshakian, which are
5 maintained by TriNet in the ordinary course of business. Based on my review of the data, the
6 operative TCA and DRP was presented to Ms. Vagharshakian via her individual online portal
7 account on March 17, 2016. The DRP is located at Section 9 of the TCA. A true and correct copy
8 of the March 17, 2016 TCA referred to immediately above is attached hereto and incorporated
9 herein as Exhibit A.
10 11. Once an individual is presented with the DRP through their online portal account,
11 there is no limit on the amount of time an individual may take to review and either reject or accept
12 the TCA, which contains the DRP. As such, because the DRP was presented to Ms.
13 Vagharshakian through her online portal account, there was no specific time limit for her to
14 review and accept the DRP. If Ms. Vagharshakian did not have enough time to read the TCA
15 when she first logged into her online portal account, she could simply log in at another time and
16 review it at a later date.
17 12. To agree and accept the terms of the DRP, Ms. Vagharshakian was required to
18 ensure a valid e-mail address at the bottom of the screen and then click on a button marked “I
19 Accept.” Notably, this email address can only be verified by Ms. Vagharshakian by accessing
20 her online portal account using her username and password. Light Labs and TriNet do not have
21 the ability to change or alter the email address. The TriNet portal is designed to use the email
22 address verified by the employee. Finally, next to the “I Accept” button was a button entitled
23 “Reject.”
24 13. When an individual clicks the “I Accept” button after being presented with the
25 TCA/DRP for review, the column entitled “Accepted” in that individual’s online portal account
26 is marked with a “Y.” If the individual has not clicked the accept button or clicks the “Reject”
27 button, the column entitled “Accepted” in their online portal account screenshot is marked with
28 a “N.” As stated, Light Labs does not have access to change the login password for any of its
4
DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL
ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION
1 worksite employees.
2 14. I have reviewed Ms. Vagharshakian’s online portal account regarding her review
3 and acceptance of the TCA/DRP. Attached as Exhibit B is a true and correct copy of a screenshot
4 of Ms. Vagharshakian’s online portal account, which shows she accepted the TCA and DRP on
5 March 17, 2016. The “Y” in the “Accepted” column (shown in Exhibit B) in her online portal
6 account demonstrates that on March 17, 2016, Ms. Vagharshakian accepted the then effective
7 TCA, including the DRP, by electronic acceptance through her online portal account using her
8 username and password.
9 15. I have personally reviewed and verified the data maintained by TriNet in the
10 ordinary course of business, which shows that Ms. Vagharshakian electronically acknowledged
11 and accepted the DRP on March 17, 2016. See Exhibit B. The screen shot is an accurate display
12 of the information from the online portal system showing Ms. Vagharshakian’s identification
13 number, which was 00001336643; her name as entered in our system at the time (Curtis,
14 Gretchen); the e-mail address submitted by Ms. Vagharshakian, which was gretchen@light.co;
15 Light Labs company identification number with TriNet, which is LY7; the date (3/17/2016) when
16 Ms. Vagharshakian clicked the “I Accept” button to accept the then effective TCA and DRP
17 (labeled “EFFDT” which means effective date); and “Y” in the “accepted” column.
18 16. When a worksite employee accepts the TCA/DRP through his or her secure online
19 portal account, TriNet’s system is designed to automatically generate an e-mail to that worksite
20 employee (“Acceptance E-Mail”). The Acceptance E-Mail “confirm[s] … acceptance of TriNet’s
21 Terms & Conditions Agreement” (which includes the DRP), and also attaches an electronic PDF
22 copy of the TCA, including the DRP. A true and correct copy of the Acceptance E-Mail sent to
23 Ms. Vagharshakian at the email address she submitted on March 17, 2016, is attached hereto as
24 Exhibit C.
25 17. Based on my personal knowledge of the design and operation of TriNet’s online
26 portal system, the contents of Exhibits B and C show that Ms. Vagharshakian ensured a valid e-
27 mail address at the bottom of the screen containing the TCA and DRP in the online portal account
28 and then clicked the “I Accept” button on March 17, 2016, agreeing to abide by the terms and
5
DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL
ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION
1 conditions of the TCA and the DRP. By doing so, Ms. Vagharshakian agreed to submit her claims
2 to arbitration in lieu of pursuing them in court.
3 18. I obtained copies of all these documents from electronic records maintained by
4 TriNet in the ordinary course of business in Austin, Texas, and Bradenton, Florida. These electronic
5 records are generated at the same time the action corresponding to the records takes place. For
6 example, the electronic record of the unique user log that is Exhibit B was generated at the time
7 Ms. Vagharshakian accepted the DRP on March 17, 2016.
8 19. TriNet has business offices in multiple states throughout the United States,
9 including California, Florida, New York, and Texas. TriNet’s clients are located throughout the
10 United States, and worksite employees, such as Ms. Vagharshakian, access the TriNet system
11 from various states.
12 I declare under penalty of perjury pursuant to the laws of the State of California and the
13 United States that the foregoing is true and correct.
14 Executed on this 23rd day of August, 2019, in Bradenton, Florida.
15
16 __________________________________
CHAD THOMPSON
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6
DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL
ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION
EXHIBIT A
TRINET
TERMS AND CONDITIONS AGREEMENT ("TCA")
PLEASE READ THIS TCA CAREFULLY. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR USE OF TRINET'S
SECURED ONLINE PLATFORM AND ONLINE SERVICES, YOUR RELATIONSHIP WITH TRINET, THE HANDLING OF ANY
DISPUTES ARISING OUT OF YOUR RELATIONSHIP WITH TRINET OR A TRINET CUSTOMER, AND RELATED MATTERS.
This TCA contains the following sections:
1. Co-Employment vs. Standard Employment
2. Privacy, Accuracy, Use, And Exchange Of Information
3. TriNet Payroll Services
4. TriNet Benefits
5. TriNet's Employee Handbook
6. At-Will Relationship
7. Confirmation Of Roles
8. The TriNet Platform, Indemnification And Limits of Liability
9. Dispute Resolution Protocol ("DRP")
a. How The DRP Applies
b. Limitations On How The DRP Applies
c. Starting Arbitration
d. How Arbitration Proceedings Are Conducted
e. The Arbitration Hearing And Award
f. Enforcement Of The DRP
10. Acknowledgement
1. Co-Employment vs. Standard Employment
The TriNet family of companies is engaged in the business of providing human resources services through various licensed
professional employer organizations ("PEOs"). In this TCA, "TriNet" includes any and all of the TriNet companies (i.e., TriNet
Group, Inc., all companies owned by TriNet Group, Inc. [e.g., TriNet HR Corporation], subsidiaries of companies owned by TriNet
Group, Inc., subsidiaries of those subsidiaries, and all other companies under the TriNet Group, Inc. umbrella), whether doing
business in their own name or otherwise.
If your relationship with TriNet is beginning because the company you work for ("your worksite employer," or "your company") is a
TriNet customer, this means that your company has entered into an agreement with TriNet to share certain employer responsibilities
as co-employers. This means TriNet will be your employer of record for administrative purposes and will process payroll based
on the information provided by your worksite employer, sponsor and administer benefits, and provide certain human resources
services. As your worksite employer, your company retains the responsibilities of directing your day-to-day work and managing
its business affairs. Your worksite employer,not TriNet, has sole responsibility for controlling, or proving input about, your wages,
hours, and working conditions.
If you were hired directly by TriNet as a TriNet corporate colleague, TriNet will be your employer for all purposes under this TCA.
2. Privacy, Accuracy, Use, and Exchange of Information
The personal information you provide online through the TriNet online platform is used to facilitate your online HR transactions
and to enable TriNet to act, if you work at one of TriNet's customers, as your employer of record for administrative purposes and
to provide the HR-related services your company has engaged TriNet to provide. If you work as a TriNet corporate colleague
the personal information you provide through the TriNet online platform is used to facilitate your online HR transactions and to
enable TriNet to act as your all-purpose employer. You agree not to share with or disclose to anyone else your TriNet Employee
ID or password for the TriNet online platform. TriNet, in turn, agrees to use your information only as stated above, which may
include sharing the information between platforms owned or licensed by the TriNet family of companies. TriNet will not provide your
individually identifiable information to third-party providers or other commercial parties for commercial use except as permitted
by you or as required by law.
You agree thatallinformationsubmitted by you to TriNetis and willbe true and correct,and you understand thatany
misrepresentation may affect both your relationship with TriNet, employment status with your worksite employer, as well as certain
insurance or benefits provided to you. You authorize TriNet to enroll you in TriNet sponsored employee benefits, if you are an
©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 1
eligible employee under the terms of the plans, and to make changes to your benefits, payroll and personal information according
to the information you submit to TriNet directly or indirectly. Moreover, you agree to provide to TriNet a functioning email address
for you, and to review and accept notices and forms sent to that email address as well as to review and accept notices and forms
posted on the TriNet online platform. You agree that you will be bound by all communications and notices sent to you at the email
address provided by you or on your behalf.
With respect to IRS Form W-2, COBRA notices, and any other notice or form for which consent to electronic delivery is required
by law, you hereby agree and consent to electronic delivery by email or via such other method as permitted by law. Further, you
agree to make such documents available to your spouse, domestic partner, and/or dependents, as applicable. Such documents
will also be posted and made available on the TriNet online platform. If you desire a paper copy of such documents, please contact
the TriNet Solution Center at 800.638.0461. Additional contact information is posted online on the TriNet online platform.
If you do not wish to receive such documents by electronic delivery, or if you withdraw your consent to electronic delivery, you will
receive your Form W-2, COBRA notice, or other such mandatory documents in hard copy form at no charge.
3. TriNet Payroll Services
If you work for one of TriNet's customers, you understand and agree that:
(a) Responsibility for compliance with accurate reporting of hours worked, legally required break periods,
overtime, certain time off accrued and taken, and related matters are the responsibility of your company,
over which TriNet has no control;
(b) TriNet is responsible for processing your pay based on your company's reporting (see above), as
directed by your company, and pursuant to the written agreement between your company and TriNet;
(c) TriNet does not determine or provide input about your rate of pay, the hours you are scheduled to work
or actually work, any legally required break periods, or your exempt/non-exempt status under the law;
(d) TriNet's responsibility for your pay is further limited in the following ways:
(i) If TriNet learns that it paid you an amount not authorized by your company, you agree to repay the
amount to TriNet and you consent to TriNet reversing such payment, to the full extent permitted by law;
(ii) If your company fails to fund its payroll, TriNet will pay you the minimum required by law based on the
information available to it regarding your hours worked for such a payroll; and
(iii) If you believe that your company owes you more than what TriNet remits to you pursuant to your
company's instructions
(including
payment fortime thatyou have worked, or forcommissions and
bonuses, time that you have taken or accrued as sick/vacation leave/paid time off, time for any other paid
leave of absence or amounts in excess of minimum wage), this will be the sole liability of your worksite
employer, and your recourse for collection of such unpaid amounts is against your company and not TriNet.
4. TriNet Benefits
You will be offered certain TriNet employee benefits if such benefits are offered to other similarly situated employees, subject
to the terms of the benefits plan document. You acknowledge and agree that if you elect to participate in the TriNet health and
welfare plan, you must abide by the rules set forth under the applicable plan document. Unless otherwise required by law, you
acknowledge and agree that, if you are eligible to elect TriNet benefits but fail to either submit a benefits election or waive TriNet
coverage within the required deadline/timeframe, you will be automatically enrolled in the lowest-cost, employee-only, TriNet PPO
medical plan, and corresponding payroll deductions for the medical premiums for this plan will be applied to and deducted from
your paycheck. Please refer to the TriNet Benefits Guidebook and Summary Plan Description (SPD) for important details regarding
the consequences of failing to make a timely election or waiver of coverage.
You understand that you have access to an electronic copy of the Guidebook and SPD posted on the TriNet online platform, as
well as in PDF format that TriNet can email to you upon request, and as a hardcopy that TriNet can mail to you upon request. You
agree to read the Guidebook and SPD carefully as it contains important information regarding TriNet's health and welfare plans.
You understand that, if your company arranges to sponsor a different health plan, you may not be eligible to participate in a
health plan sponsored by TriNet. In such case, you also understand and agree that your company may request that TriNet take
deductions from your pay for the healthcare premiums associated with your participation in the health plan sponsored by your
company. You hereby consent to such deductions, and you understand and agree that they will appear on your pay stub as a
deduction amount and will be reported accordingly on your Form W-2.
Finally, you understand and agree that certain information about your TriNet benefits enrollment, including but not limited to plan
elections and the amounts of your salary deductions (including, if applicable, salary deferrals for a retirement plan, contributions
to a health care flexible spending account, dependent day care flexible spending account, and similar arrangements), may be
shared with your worksite employer, for the purpose of verifying billing accuracy and/or for any other lawful purpose if and when
your worksite employer ceases to do business with TriNet.
5. TriNet's Employee Handbook
Here you will find a copy of TriNet's Employee Handbook . Any additional policies applicable to your employment are found on
the TriNet online platform. Please review these documents as soon as possible, as it is your responsibility to read and familiarize
©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 2
yourself with the Handbook and any additional policies. Hard copies of the Employee Handbook and any additional policies are
available at your place of work, and your hiring manager can email a PDF of them to you.
6. At-Will Relationship
Unless prohibited by law or expressly provided in a written agreement signed by the President of TriNet, your relationship with
TriNet is "at-will," meaning that you and TriNet have the right to terminate the relationship at any time, with or without cause, and
with or without advance notice.
7. Confirmation of Roles
If you work for a TriNet customer, you understand that the work you perform is for the direct benefit of that company and not
TriNet. You understand that your company, and not TriNet, directs and controls your hiring, compensation, employment duties
and responsibilities, work schedule and actual hours worked, performance measurement and all other terms and conditions of
your employment at the worksite.
If you work for a TriNet customer and you are an officer or partner of that company, you understand that the agreement between
your company and TriNet does not relieve you of any legal responsibility you may have to employees of the company, taxing
authorities, or TriNet, should your company fail to meet its payroll obligations.
8. The TriNet Platform, Indemnification And Limits of Liability
Use of the TriNet online platform is licensed to you subject to the terms and conditions in this TCA. You agree that the TriNet
online platform constitutes confidential, proprietary, intellectual property of TriNet, that this license is revocable by TriNet at any
time, and that you will not modify, reverse engineer, decompile or disassemble, or otherwise tamper with the TriNet online platform
or create any derivative works or otherwise incorporate TriNet's online platform in other programs, without TriNet's prior written
consent. Any feedback you provide will become TriNet information and TriNet will have the royalty-free right to share the feedback
and to create and use derivative works based on the feedback.
If you fail to protect the confidentiality of your password or if you submit inaccurate information to TriNet, you agree to indemnify
and hold TriNet, its parents, subsidiaries, affiliates, officers and employees harmless from any claim, demand, penalty, or damage,
including reasonable attorneys' fees and costs, asserted by any third party due to or arising out of your use of TriNet's online
platform or TriNet's online services. TriNet will notify you within a reasonable period of time of any claim that TriNet seeks
indemnification for and will afford you the opportunity to participate in the defense of any such claim, provided that your participation
does not prejudice TriNet's interests, as determined by TriNet at its sole discretion.
Your licensed usage of TriNet's online platform is on an "As Is" basis and TriNet disclaims any and all warranties, express or implied,
to the full extent permitted by law. For example, TriNet does not warrant that its online services or content will be uninterrupted or
error-free, available at all times or in any and all geographic areas, or will meet any particular criteria of performance or quality.
TriNet cannot be held liable for any indirect, punitive, incidental, consequential, or other special damages arising out of your use
of TriNet's online platform or TriNet's online services.
9. Dispute Resolution Protocol ("DRP")
a. How The DRP Applies
Subject to the limitations in subsection (b), this DRP covers any dispute arising out of or relating to your employment with TriNet
and/or, if you work for one of TriNet's customers, arising out of or relating to your employment with your company, as well as any
dispute with a benefit plan, insurer, employee, officer, or director of TriNet or of a TriNet customer (all of whom, in addition to TriNet
customers, are intended to be beneficiaries of this DRP)("covered dispute"). The Federal Arbitration Act applies to this DRP. Also,
any applicable internal procedures for resolving disputes (e.g., procedures in the Employee Handbook for complaining about, and
addressing complaints about, misconduct), as well as the option of mediation, will continue to apply with the goal being to resolve
disputes before they are arbitrated. This DRP will survive termination of the employment relationship.
With only the exceptions described below, arbitration will replace going before a government agency or a court for a
judge or jury trial, and even in the exceptional situations described below, NO JURY TRIAL WILL BE PERMITTED, unless
applicable law does not allow enforcement of a pre-dispute jury trial waiver in the particular circumstances presented.
b. Limitations On How The DRP Applies
The mandatory arbitration requirement of this DRP does not apply to claims for workers compensation, state disability insurance
or unemployment insurance benefits, nor does it apply to claims against a federal contractor if such claims are not subject to pre-
dispute mandatory arbitration agreements, nor to claims properly made pursuant to a collective bargaining agreement's dispute
resolution procedure if you are represented by a union and the dispute resolution procedure in the collective bargaining agreement
conflicts with this DRP. The mandatory arbitration requirement does not prevent a party from bringing complaints, claims or charges
before the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or
the Office of Federal Contract Compliance Program, and does not prevent a party from bringing claims in any forum as provided
in Public Laws 111-203, 111-118 & 112-10. Further, claims may be brought before any other administrative agency, provided
applicable law does not preclude the right to bring claims there when there is a mandatory arbitration agreement.
If you work for one of TriNet's customers, and there is at the time of a covered dispute an agreement between you and your
company governing the resolution of the covered dispute, then to the extent inconsistent with this DRP, that agreement will be
controlling as between you and your company (and its employees, officers and agents). The applicability of this DRP to covered
©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 3
disputes between you and TriNet (and its employees, officers and agents) will be unaffected by the existence of an agreement
between you and your company regarding dispute resolution.
This DRP does not excuse a requirement that a party exhaust administrative remedies before initiating the DRP to resolve a
covered dispute.
c. Starting Arbitration
Before commencement of arbitration, the parties may, upon express written agreement of the parties, submit the dispute to
mediation on terms and conditions agreeable to all parties. This DRP does not require mediation before commencing arbitration.
Arbitration begins by bringing a claim under the applicable employment arbitration rules and procedures of the Judicial Arbitration
and Mediation Services, Inc. ("JAMS") or any other dispute resolution provider agreed to by the parties, as then in effect and
as modified by any superseding provisions in this DRP. JAMS' Employment Arbitration Rules may be found on the internet at
www.jamsadr.com or by using an internet search engine to locate the "JAMS Employment Arbitration Rules." All claims in
arbitration must be raised within the same time limits (statutes of limitation) that would apply in court. The arbitrator will be selected
by mutual agreement of the parties and will be an experienced attorney licensed in the state where the arbitration will be held
or retired judicial officer who served in that state as a judge or another qualified individual. If the parties cannot agree on an
arbitrator, the applicable JAMS (or, if agreed to by the parties, another dispute resolution provider's) rules will apply to appoint
an arbitrator. The arbitration will be conducted no more than 75 miles from the location where you last regularly worked for your
worksite employer, unless the parties agree to another location.
d. How Arbitration Proceedings Are Conducted
In arbitration, the parties will have the right to file motions challenging the pleadings (e.g. demurrer or motion to dismiss), conduct
adequate civil discovery, bring dispositive motions (e.g. summary judgment/adjudication), and present witnesses and evidence
to present their cases and defenses. The specific provisions of this DRP and the applicable rules of JAMS (or any other dispute
resolution provider agreed to by the parties) will direct the arbitrator in decisions regarding conducting the arbitration. To the extent
any applicable arbitration rules are inconsistent with the terms of this DRP, the terms of this DRP will be controlling.
There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative
or private attorney general action, or as a member in any purported class, collective, representative or private attorney
general proceeding, including, without limitation, uncertified class actions ("Class Action Waiver"); provided, however,
that you may opt out of the Class Action Waiver by clicking this box
before you click below to acknowledge this TCA.
Disputes regarding the validity and enforceability of the Class Action Waiver may be resolved only by a civil court of competent
jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, representative or private
attorney general action and (2) a civil court of competent jurisdiction finds all or part of the Class Action Waiver unenforceable, the
class, collective, representative and/or private attorney general action must be litigated in a civil court of competent jurisdiction, but
the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. No employee will be retaliated against,
disciplined or threatened with discipline for exercising his or her rights under Section 7 of the National Labor Relations Act (NLRA)
by the filing of or participation in a class, collective or representative action, but TriNet (and, if applicable, any TriNet customer
or employee(s) of either TriNet or a TriNet customer interested in enforcing this DRP for its/their own benefit) retains the right
to enforce this DRP and the Class Action Waiver under the Federal Arbitration Act and to seek dismissal of class, collective or
representative actions.
During the arbitration each party will pay his, her or its own attorneys' fees, subject to any remedies to which that party may later be
entitled under applicable law. In all cases where the law requires it, TriNet (and, if applicable, any TriNet customer or employee(s)
of either TriNet or a TriNet customer interested in enforcing this DRP for its/their own benefit) will pay the arbitrator's and arbitration
fees. In cases in which apportionment of the arbitrator's and arbitration fees is permitted by applicable law, these fees will be
divided between the parties as is required by law and determined by the arbitrator.
e. The Arbitration Hearing And Award
Within 30 days after the end of the arbitration hearing, any party may file a written brief by providing copies to the arbitrator and
the other parties. The arbitrator may award any remedy warranted under applicable law and will include a written opinion providing
reasoned explanations for the decision. Neither a party nor the arbitrator will disclose the existence, content, or results of the
arbitration without the prior written consent of all parties, unless required by law or legal process or in accordance with a decision
by the arbitrator that such disclosure is permitted by law. To the extent, if at all, allowed or required by applicable law, the award
may be confirmed, corrected, or vacated by a court of competent jurisdiction, and a court of competent jurisdiction will have the
authority to enter judgment based on a final arbitration award.
f. Enforcement Of The DRP
Subject to the exceptions provided herein, this DRP is the full and complete agreement for resolution of covered disputes between
you and TriNet (and its employees, officers and agents) and/or, if you work for one of TriNet's customers, between you and your
company (and its employees, officers and agents). If any portion of this DRP is determined to be unenforceable, the remainder of
this DRP will still be enforceable, subject to the specific exception in section (d), above.
10. Acknowledgement
©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 4
By acknowledging below, I confirm that I have read and understand the contents of this TCA (including, but not limited to, the
DRP), that I have the responsibility to read and fam
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1 JASON A. GELLER, SBN 168149 jgeller@fisherphillips.com 2 VINCENT J. ADAMS, SBN 249696 vadams@fisherphillips.com 3 AARON D. LANGBERG, SBN 284975 alangberg@fisherphillips.com ELECTRONICALLY 4 FISHER & PHILLIPS, LLP F I L E D One Embarcadero Center, Suite 2050 Superior Court of California, 5 County of San Francisco San Francisco, CA 94111 Telephone: (415) 490-9000 09/05/2019 6 Facsimile: (415) 490-9001 Clerk of the Court BY: VANESSA WU Deputy Clerk 7 Attorneys for Defendant, LIGHT LABS INC. 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 IN AND FOR THE COUNTY OF SAN FRANCISCO 11 GRETCHEN VAGHARSHAKIAN, CASE NO.: CGC-19-576776 [Unlimited Jurisdiction] 12 Plaintiff, DECLARATION OF CHAD THOMPSON 13 v. IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL ARBITRATION AND TO 14 LIGHT LABS INC.; and DOES 1-50, STAY PROCEEDINGS PENDING THE inclusive, OUTCOME OF ARBITRATION 15 Defendants. [Filed Concurrently with Notice of Motion; 16 Memorandum of Points & Authorities; Declaration of Vincent J. Adams; Declaration of 17 Thomas Barone; Request for Judicial Notice; 18 Notice of Lodgment of Non-California Authorities; and (Proposed) Order)] 19 Date: 20 Time: 9:30 a.m. Dept.: 302 21 Reservation No. 22 Complaint Filed: June 17, 2019 23 Trial Date: None Set 24 DECLARATION OF CHAD THOMPSON 25 I, CHAD THOMPSON, declare as follows: 26 1. I make this declaration in support of Defendant LIGHT LABS, INC.’s (“Light 27 Labs”) Motion to Compel Arbitration and to Stay Proceedings Pending the Outcome of 28 Arbitration. I have personal knowledge of the facts set forth herein, and if called upon to testify 1 DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION 1 thereto, I could and would competently do so under oath. 2 2. I am the Manager, Technology Service Desk, for TriNet USA, Inc. (“TriNet”). I 3 have been employed by TriNet since June 2012. In my current position, I oversee a team of 4 Service Desk Analysts who are often tasked with the retrieval and analysis of reports and log 5 files relating to user access across all of TriNet’s portals. Additionally, I oversee the operation of 6 TriNet’s servers and software, security reviews, and oversee TriNet’s internal and client-facing 7 applications such as PeopleSoft and TriNet’s online platform. 8 3. TriNet is a licensed Professional Employer Organization (“PEO”). PEOs fulfill 9 general administrative needs for their clients, including payroll processing and providing access 10 to certain personnel information, documents, and notices for their client’s worksite employees. 11 4. TriNet maintains a password-protected online portal that provides clients and their 12 worksite employees access to certain employment policies, employee records, and forms (including 13 payroll records, PTO available, and time off requests), and information, including TriNet’s 14 employee handbook. Both TriNet employees, as well as the employees of TriNet clients are 15 provided access to the online portal. 16 5. In my position, I am familiar with the online tools that TriNet makes available to 17 its clients’ worksite employees. Specifically, I am currently involved in the maintenance of the 18 online portal and the online processes by which individuals are provided with TriNet’s Terms 19 and Conditions Agreement (“TCA”) and the Dispute Resolution Protocol (“DRP”), are allowed 20 to review and acknowledge the TCA and DRP and agree to abide by both. Finally, in my position, 21 I have access to the online portal and the information contained in it. 22 6. Light Labs is a customer of TriNet and has been since March 16, 2016. In TriNet’s 23 documents, including the TCA and DRP, Light Labs is referred to as a “client,” “customer,” or as 24 the “worksite employer.” Because it is the on-site employer, Light Labs retained the 25 responsibilities of hiring and directing the day-to-day work of its worksite employees, such as 26 former employee Plaintiff GRETCHEN VAGHARSHAKIAN (“Ms. Vagharshakian”). 27 7. Employees of TriNet’s customers, such as Ms. Vagharshakian, access the online 28 portal as part of TriNet’s onboarding process (for new employees), or once TriNet and a client 2 DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION 1 establish a relationship and TriNet assumes responsibility for providing document access (for 2 existing employees). Worksite employees are also prompted to access TriNet’s online portal 3 during their employment, for example, to accept a revised TCA implemented by TriNet. 4 Employees of TriNet customers are referred to as “worksite employees.” Worksite employees 5 who are provided access to the TriNet online portal and who receive payroll processed by TriNet 6 retain their status as worksite employees of the client company while TriNet acts as the PEO. All 7 applicants and employees of our customers, including Light Labs, are informed at the 8 commencement of their employment of the existence of the PEO relationship and TriNet’s status 9 as the PEO. 10 8. TriNet’s online portal is password-protected. When worksite employees first 11 access the online portal, they encounter a log on screen. At this screen, they must enter both a 12 username and a password. Otherwise, they cannot proceed. Worksite employees are notified by 13 a “Welcome” e-mail of their default password for logging in. Based on TriNet’s standard 14 operating procedures, I am informed and believe that from 2014 to 2017, as part of TriNet’s 15 onboarding process, the worksite employees used the default password upon their first login to 16 accept the TCA. Once the worksite employees logged in and accepted the TCA, the worksite 17 employees then generated their unique password. Thereafter, they can use the same password 18 that they created, along with their username, to subsequently log on to their online portal account. 19 9. Once a worksite employee creates his or her own unique password, nothing in 20 TriNet’s system shares that password with anyone. The password cannot be manually retrieved 21 from the system by anyone. TriNet designed and developed the system and internal security 22 protocols to ensure each user’s individual password security. If a worksite employee forgets his 23 or her password, TriNet has no way to retrieve it. In most cases, the only thing TriNet can do is 24 manually “re-set” that user’s online portal account to allow him/her to create a new password, 25 just as if he/she were a new user. Worksite employers, such as Light Labs, do not have access to 26 change the login password for any of their worksite employees. Furthermore, TriNet’s security 27 protocols do not permit anyone other than a user with the correct password to enter a worksite 28 employee’s individual online portal account. TriNet has the ability to “view” select screens of a 3 DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION 1 worksite employee’s online portal account, but TriNet has no ability to directly access that 2 account, or to perform any functions within that online portal account as that user. 3 10. I have reviewed TriNet’s data regarding the online portal system, including data 4 related to the individual online portal account created for Ms. Vagharshakian, which are 5 maintained by TriNet in the ordinary course of business. Based on my review of the data, the 6 operative TCA and DRP was presented to Ms. Vagharshakian via her individual online portal 7 account on March 17, 2016. The DRP is located at Section 9 of the TCA. A true and correct copy 8 of the March 17, 2016 TCA referred to immediately above is attached hereto and incorporated 9 herein as Exhibit A. 10 11. Once an individual is presented with the DRP through their online portal account, 11 there is no limit on the amount of time an individual may take to review and either reject or accept 12 the TCA, which contains the DRP. As such, because the DRP was presented to Ms. 13 Vagharshakian through her online portal account, there was no specific time limit for her to 14 review and accept the DRP. If Ms. Vagharshakian did not have enough time to read the TCA 15 when she first logged into her online portal account, she could simply log in at another time and 16 review it at a later date. 17 12. To agree and accept the terms of the DRP, Ms. Vagharshakian was required to 18 ensure a valid e-mail address at the bottom of the screen and then click on a button marked “I 19 Accept.” Notably, this email address can only be verified by Ms. Vagharshakian by accessing 20 her online portal account using her username and password. Light Labs and TriNet do not have 21 the ability to change or alter the email address. The TriNet portal is designed to use the email 22 address verified by the employee. Finally, next to the “I Accept” button was a button entitled 23 “Reject.” 24 13. When an individual clicks the “I Accept” button after being presented with the 25 TCA/DRP for review, the column entitled “Accepted” in that individual’s online portal account 26 is marked with a “Y.” If the individual has not clicked the accept button or clicks the “Reject” 27 button, the column entitled “Accepted” in their online portal account screenshot is marked with 28 a “N.” As stated, Light Labs does not have access to change the login password for any of its 4 DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION 1 worksite employees. 2 14. I have reviewed Ms. Vagharshakian’s online portal account regarding her review 3 and acceptance of the TCA/DRP. Attached as Exhibit B is a true and correct copy of a screenshot 4 of Ms. Vagharshakian’s online portal account, which shows she accepted the TCA and DRP on 5 March 17, 2016. The “Y” in the “Accepted” column (shown in Exhibit B) in her online portal 6 account demonstrates that on March 17, 2016, Ms. Vagharshakian accepted the then effective 7 TCA, including the DRP, by electronic acceptance through her online portal account using her 8 username and password. 9 15. I have personally reviewed and verified the data maintained by TriNet in the 10 ordinary course of business, which shows that Ms. Vagharshakian electronically acknowledged 11 and accepted the DRP on March 17, 2016. See Exhibit B. The screen shot is an accurate display 12 of the information from the online portal system showing Ms. Vagharshakian’s identification 13 number, which was 00001336643; her name as entered in our system at the time (Curtis, 14 Gretchen); the e-mail address submitted by Ms. Vagharshakian, which was gretchen@light.co; 15 Light Labs company identification number with TriNet, which is LY7; the date (3/17/2016) when 16 Ms. Vagharshakian clicked the “I Accept” button to accept the then effective TCA and DRP 17 (labeled “EFFDT” which means effective date); and “Y” in the “accepted” column. 18 16. When a worksite employee accepts the TCA/DRP through his or her secure online 19 portal account, TriNet’s system is designed to automatically generate an e-mail to that worksite 20 employee (“Acceptance E-Mail”). The Acceptance E-Mail “confirm[s] … acceptance of TriNet’s 21 Terms & Conditions Agreement” (which includes the DRP), and also attaches an electronic PDF 22 copy of the TCA, including the DRP. A true and correct copy of the Acceptance E-Mail sent to 23 Ms. Vagharshakian at the email address she submitted on March 17, 2016, is attached hereto as 24 Exhibit C. 25 17. Based on my personal knowledge of the design and operation of TriNet’s online 26 portal system, the contents of Exhibits B and C show that Ms. Vagharshakian ensured a valid e- 27 mail address at the bottom of the screen containing the TCA and DRP in the online portal account 28 and then clicked the “I Accept” button on March 17, 2016, agreeing to abide by the terms and 5 DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION 1 conditions of the TCA and the DRP. By doing so, Ms. Vagharshakian agreed to submit her claims 2 to arbitration in lieu of pursuing them in court. 3 18. I obtained copies of all these documents from electronic records maintained by 4 TriNet in the ordinary course of business in Austin, Texas, and Bradenton, Florida. These electronic 5 records are generated at the same time the action corresponding to the records takes place. For 6 example, the electronic record of the unique user log that is Exhibit B was generated at the time 7 Ms. Vagharshakian accepted the DRP on March 17, 2016. 8 19. TriNet has business offices in multiple states throughout the United States, 9 including California, Florida, New York, and Texas. TriNet’s clients are located throughout the 10 United States, and worksite employees, such as Ms. Vagharshakian, access the TriNet system 11 from various states. 12 I declare under penalty of perjury pursuant to the laws of the State of California and the 13 United States that the foregoing is true and correct. 14 Executed on this 23rd day of August, 2019, in Bradenton, Florida. 15 16 __________________________________ CHAD THOMPSON 17 18 19 20 21 22 23 24 25 26 27 28 6 DECLARATION OF CHAD THOMPSON IN SUPPORT OF DEFENDANT’S MOTION TO COMPEL ARBITRATION AND TO STAY PROCEEDINGS PENDING THE OUTCOME OF ARBITRATION EXHIBIT A TRINET TERMS AND CONDITIONS AGREEMENT ("TCA") PLEASE READ THIS TCA CAREFULLY. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR USE OF TRINET'S SECURED ONLINE PLATFORM AND ONLINE SERVICES, YOUR RELATIONSHIP WITH TRINET, THE HANDLING OF ANY DISPUTES ARISING OUT OF YOUR RELATIONSHIP WITH TRINET OR A TRINET CUSTOMER, AND RELATED MATTERS. This TCA contains the following sections: 1. Co-Employment vs. Standard Employment 2. Privacy, Accuracy, Use, And Exchange Of Information 3. TriNet Payroll Services 4. TriNet Benefits 5. TriNet's Employee Handbook 6. At-Will Relationship 7. Confirmation Of Roles 8. The TriNet Platform, Indemnification And Limits of Liability 9. Dispute Resolution Protocol ("DRP") a. How The DRP Applies b. Limitations On How The DRP Applies c. Starting Arbitration d. How Arbitration Proceedings Are Conducted e. The Arbitration Hearing And Award f. Enforcement Of The DRP 10. Acknowledgement 1. Co-Employment vs. Standard Employment The TriNet family of companies is engaged in the business of providing human resources services through various licensed professional employer organizations ("PEOs"). In this TCA, "TriNet" includes any and all of the TriNet companies (i.e., TriNet Group, Inc., all companies owned by TriNet Group, Inc. [e.g., TriNet HR Corporation], subsidiaries of companies owned by TriNet Group, Inc., subsidiaries of those subsidiaries, and all other companies under the TriNet Group, Inc. umbrella), whether doing business in their own name or otherwise. If your relationship with TriNet is beginning because the company you work for ("your worksite employer," or "your company") is a TriNet customer, this means that your company has entered into an agreement with TriNet to share certain employer responsibilities as co-employers. This means TriNet will be your employer of record for administrative purposes and will process payroll based on the information provided by your worksite employer, sponsor and administer benefits, and provide certain human resources services. As your worksite employer, your company retains the responsibilities of directing your day-to-day work and managing its business affairs. Your worksite employer,not TriNet, has sole responsibility for controlling, or proving input about, your wages, hours, and working conditions. If you were hired directly by TriNet as a TriNet corporate colleague, TriNet will be your employer for all purposes under this TCA. 2. Privacy, Accuracy, Use, and Exchange of Information The personal information you provide online through the TriNet online platform is used to facilitate your online HR transactions and to enable TriNet to act, if you work at one of TriNet's customers, as your employer of record for administrative purposes and to provide the HR-related services your company has engaged TriNet to provide. If you work as a TriNet corporate colleague the personal information you provide through the TriNet online platform is used to facilitate your online HR transactions and to enable TriNet to act as your all-purpose employer. You agree not to share with or disclose to anyone else your TriNet Employee ID or password for the TriNet online platform. TriNet, in turn, agrees to use your information only as stated above, which may include sharing the information between platforms owned or licensed by the TriNet family of companies. TriNet will not provide your individually identifiable information to third-party providers or other commercial parties for commercial use except as permitted by you or as required by law. You agree thatallinformationsubmitted by you to TriNetis and willbe true and correct,and you understand thatany misrepresentation may affect both your relationship with TriNet, employment status with your worksite employer, as well as certain insurance or benefits provided to you. You authorize TriNet to enroll you in TriNet sponsored employee benefits, if you are an ©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 1 eligible employee under the terms of the plans, and to make changes to your benefits, payroll and personal information according to the information you submit to TriNet directly or indirectly. Moreover, you agree to provide to TriNet a functioning email address for you, and to review and accept notices and forms sent to that email address as well as to review and accept notices and forms posted on the TriNet online platform. You agree that you will be bound by all communications and notices sent to you at the email address provided by you or on your behalf. With respect to IRS Form W-2, COBRA notices, and any other notice or form for which consent to electronic delivery is required by law, you hereby agree and consent to electronic delivery by email or via such other method as permitted by law. Further, you agree to make such documents available to your spouse, domestic partner, and/or dependents, as applicable. Such documents will also be posted and made available on the TriNet online platform. If you desire a paper copy of such documents, please contact the TriNet Solution Center at 800.638.0461. Additional contact information is posted online on the TriNet online platform. If you do not wish to receive such documents by electronic delivery, or if you withdraw your consent to electronic delivery, you will receive your Form W-2, COBRA notice, or other such mandatory documents in hard copy form at no charge. 3. TriNet Payroll Services If you work for one of TriNet's customers, you understand and agree that: (a) Responsibility for compliance with accurate reporting of hours worked, legally required break periods, overtime, certain time off accrued and taken, and related matters are the responsibility of your company, over which TriNet has no control; (b) TriNet is responsible for processing your pay based on your company's reporting (see above), as directed by your company, and pursuant to the written agreement between your company and TriNet; (c) TriNet does not determine or provide input about your rate of pay, the hours you are scheduled to work or actually work, any legally required break periods, or your exempt/non-exempt status under the law; (d) TriNet's responsibility for your pay is further limited in the following ways: (i) If TriNet learns that it paid you an amount not authorized by your company, you agree to repay the amount to TriNet and you consent to TriNet reversing such payment, to the full extent permitted by law; (ii) If your company fails to fund its payroll, TriNet will pay you the minimum required by law based on the information available to it regarding your hours worked for such a payroll; and (iii) If you believe that your company owes you more than what TriNet remits to you pursuant to your company's instructions (including payment fortime thatyou have worked, or forcommissions and bonuses, time that you have taken or accrued as sick/vacation leave/paid time off, time for any other paid leave of absence or amounts in excess of minimum wage), this will be the sole liability of your worksite employer, and your recourse for collection of such unpaid amounts is against your company and not TriNet. 4. TriNet Benefits You will be offered certain TriNet employee benefits if such benefits are offered to other similarly situated employees, subject to the terms of the benefits plan document. You acknowledge and agree that if you elect to participate in the TriNet health and welfare plan, you must abide by the rules set forth under the applicable plan document. Unless otherwise required by law, you acknowledge and agree that, if you are eligible to elect TriNet benefits but fail to either submit a benefits election or waive TriNet coverage within the required deadline/timeframe, you will be automatically enrolled in the lowest-cost, employee-only, TriNet PPO medical plan, and corresponding payroll deductions for the medical premiums for this plan will be applied to and deducted from your paycheck. Please refer to the TriNet Benefits Guidebook and Summary Plan Description (SPD) for important details regarding the consequences of failing to make a timely election or waiver of coverage. You understand that you have access to an electronic copy of the Guidebook and SPD posted on the TriNet online platform, as well as in PDF format that TriNet can email to you upon request, and as a hardcopy that TriNet can mail to you upon request. You agree to read the Guidebook and SPD carefully as it contains important information regarding TriNet's health and welfare plans. You understand that, if your company arranges to sponsor a different health plan, you may not be eligible to participate in a health plan sponsored by TriNet. In such case, you also understand and agree that your company may request that TriNet take deductions from your pay for the healthcare premiums associated with your participation in the health plan sponsored by your company. You hereby consent to such deductions, and you understand and agree that they will appear on your pay stub as a deduction amount and will be reported accordingly on your Form W-2. Finally, you understand and agree that certain information about your TriNet benefits enrollment, including but not limited to plan elections and the amounts of your salary deductions (including, if applicable, salary deferrals for a retirement plan, contributions to a health care flexible spending account, dependent day care flexible spending account, and similar arrangements), may be shared with your worksite employer, for the purpose of verifying billing accuracy and/or for any other lawful purpose if and when your worksite employer ceases to do business with TriNet. 5. TriNet's Employee Handbook Here you will find a copy of TriNet's Employee Handbook . Any additional policies applicable to your employment are found on the TriNet online platform. Please review these documents as soon as possible, as it is your responsibility to read and familiarize ©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 2 yourself with the Handbook and any additional policies. Hard copies of the Employee Handbook and any additional policies are available at your place of work, and your hiring manager can email a PDF of them to you. 6. At-Will Relationship Unless prohibited by law or expressly provided in a written agreement signed by the President of TriNet, your relationship with TriNet is "at-will," meaning that you and TriNet have the right to terminate the relationship at any time, with or without cause, and with or without advance notice. 7. Confirmation of Roles If you work for a TriNet customer, you understand that the work you perform is for the direct benefit of that company and not TriNet. You understand that your company, and not TriNet, directs and controls your hiring, compensation, employment duties and responsibilities, work schedule and actual hours worked, performance measurement and all other terms and conditions of your employment at the worksite. If you work for a TriNet customer and you are an officer or partner of that company, you understand that the agreement between your company and TriNet does not relieve you of any legal responsibility you may have to employees of the company, taxing authorities, or TriNet, should your company fail to meet its payroll obligations. 8. The TriNet Platform, Indemnification And Limits of Liability Use of the TriNet online platform is licensed to you subject to the terms and conditions in this TCA. You agree that the TriNet online platform constitutes confidential, proprietary, intellectual property of TriNet, that this license is revocable by TriNet at any time, and that you will not modify, reverse engineer, decompile or disassemble, or otherwise tamper with the TriNet online platform or create any derivative works or otherwise incorporate TriNet's online platform in other programs, without TriNet's prior written consent. Any feedback you provide will become TriNet information and TriNet will have the royalty-free right to share the feedback and to create and use derivative works based on the feedback. If you fail to protect the confidentiality of your password or if you submit inaccurate information to TriNet, you agree to indemnify and hold TriNet, its parents, subsidiaries, affiliates, officers and employees harmless from any claim, demand, penalty, or damage, including reasonable attorneys' fees and costs, asserted by any third party due to or arising out of your use of TriNet's online platform or TriNet's online services. TriNet will notify you within a reasonable period of time of any claim that TriNet seeks indemnification for and will afford you the opportunity to participate in the defense of any such claim, provided that your participation does not prejudice TriNet's interests, as determined by TriNet at its sole discretion. Your licensed usage of TriNet's online platform is on an "As Is" basis and TriNet disclaims any and all warranties, express or implied, to the full extent permitted by law. For example, TriNet does not warrant that its online services or content will be uninterrupted or error-free, available at all times or in any and all geographic areas, or will meet any particular criteria of performance or quality. TriNet cannot be held liable for any indirect, punitive, incidental, consequential, or other special damages arising out of your use of TriNet's online platform or TriNet's online services. 9. Dispute Resolution Protocol ("DRP") a. How The DRP Applies Subject to the limitations in subsection (b), this DRP covers any dispute arising out of or relating to your employment with TriNet and/or, if you work for one of TriNet's customers, arising out of or relating to your employment with your company, as well as any dispute with a benefit plan, insurer, employee, officer, or director of TriNet or of a TriNet customer (all of whom, in addition to TriNet customers, are intended to be beneficiaries of this DRP)("covered dispute"). The Federal Arbitration Act applies to this DRP. Also, any applicable internal procedures for resolving disputes (e.g., procedures in the Employee Handbook for complaining about, and addressing complaints about, misconduct), as well as the option of mediation, will continue to apply with the goal being to resolve disputes before they are arbitrated. This DRP will survive termination of the employment relationship. With only the exceptions described below, arbitration will replace going before a government agency or a court for a judge or jury trial, and even in the exceptional situations described below, NO JURY TRIAL WILL BE PERMITTED, unless applicable law does not allow enforcement of a pre-dispute jury trial waiver in the particular circumstances presented. b. Limitations On How The DRP Applies The mandatory arbitration requirement of this DRP does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits, nor does it apply to claims against a federal contractor if such claims are not subject to pre- dispute mandatory arbitration agreements, nor to claims properly made pursuant to a collective bargaining agreement's dispute resolution procedure if you are represented by a union and the dispute resolution procedure in the collective bargaining agreement conflicts with this DRP. The mandatory arbitration requirement does not prevent a party from bringing complaints, claims or charges before the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or the Office of Federal Contract Compliance Program, and does not prevent a party from bringing claims in any forum as provided in Public Laws 111-203, 111-118 & 112-10. Further, claims may be brought before any other administrative agency, provided applicable law does not preclude the right to bring claims there when there is a mandatory arbitration agreement. If you work for one of TriNet's customers, and there is at the time of a covered dispute an agreement between you and your company governing the resolution of the covered dispute, then to the extent inconsistent with this DRP, that agreement will be controlling as between you and your company (and its employees, officers and agents). The applicability of this DRP to covered ©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 3 disputes between you and TriNet (and its employees, officers and agents) will be unaffected by the existence of an agreement between you and your company regarding dispute resolution. This DRP does not excuse a requirement that a party exhaust administrative remedies before initiating the DRP to resolve a covered dispute. c. Starting Arbitration Before commencement of arbitration, the parties may, upon express written agreement of the parties, submit the dispute to mediation on terms and conditions agreeable to all parties. This DRP does not require mediation before commencing arbitration. Arbitration begins by bringing a claim under the applicable employment arbitration rules and procedures of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") or any other dispute resolution provider agreed to by the parties, as then in effect and as modified by any superseding provisions in this DRP. JAMS' Employment Arbitration Rules may be found on the internet at www.jamsadr.com or by using an internet search engine to locate the "JAMS Employment Arbitration Rules." All claims in arbitration must be raised within the same time limits (statutes of limitation) that would apply in court. The arbitrator will be selected by mutual agreement of the parties and will be an experienced attorney licensed in the state where the arbitration will be held or retired judicial officer who served in that state as a judge or another qualified individual. If the parties cannot agree on an arbitrator, the applicable JAMS (or, if agreed to by the parties, another dispute resolution provider's) rules will apply to appoint an arbitrator. The arbitration will be conducted no more than 75 miles from the location where you last regularly worked for your worksite employer, unless the parties agree to another location. d. How Arbitration Proceedings Are Conducted In arbitration, the parties will have the right to file motions challenging the pleadings (e.g. demurrer or motion to dismiss), conduct adequate civil discovery, bring dispositive motions (e.g. summary judgment/adjudication), and present witnesses and evidence to present their cases and defenses. The specific provisions of this DRP and the applicable rules of JAMS (or any other dispute resolution provider agreed to by the parties) will direct the arbitrator in decisions regarding conducting the arbitration. To the extent any applicable arbitration rules are inconsistent with the terms of this DRP, the terms of this DRP will be controlling. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any purported class, collective, representative or private attorney general proceeding, including, without limitation, uncertified class actions ("Class Action Waiver"); provided, however, that you may opt out of the Class Action Waiver by clicking this box before you click below to acknowledge this TCA. Disputes regarding the validity and enforceability of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, representative or private attorney general action and (2) a civil court of competent jurisdiction finds all or part of the Class Action Waiver unenforceable, the class, collective, representative and/or private attorney general action must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. No employee will be retaliated against, disciplined or threatened with discipline for exercising his or her rights under Section 7 of the National Labor Relations Act (NLRA) by the filing of or participation in a class, collective or representative action, but TriNet (and, if applicable, any TriNet customer or employee(s) of either TriNet or a TriNet customer interested in enforcing this DRP for its/their own benefit) retains the right to enforce this DRP and the Class Action Waiver under the Federal Arbitration Act and to seek dismissal of class, collective or representative actions. During the arbitration each party will pay his, her or its own attorneys' fees, subject to any remedies to which that party may later be entitled under applicable law. In all cases where the law requires it, TriNet (and, if applicable, any TriNet customer or employee(s) of either TriNet or a TriNet customer interested in enforcing this DRP for its/their own benefit) will pay the arbitrator's and arbitration fees. In cases in which apportionment of the arbitrator's and arbitration fees is permitted by applicable law, these fees will be divided between the parties as is required by law and determined by the arbitrator. e. The Arbitration Hearing And Award Within 30 days after the end of the arbitration hearing, any party may file a written brief by providing copies to the arbitrator and the other parties. The arbitrator may award any remedy warranted under applicable law and will include a written opinion providing reasoned explanations for the decision. Neither a party nor the arbitrator will disclose the existence, content, or results of the arbitration without the prior written consent of all parties, unless required by law or legal process or in accordance with a decision by the arbitrator that such disclosure is permitted by law. To the extent, if at all, allowed or required by applicable law, the award may be confirmed, corrected, or vacated by a court of competent jurisdiction, and a court of competent jurisdiction will have the authority to enter judgment based on a final arbitration award. f. Enforcement Of The DRP Subject to the exceptions provided herein, this DRP is the full and complete agreement for resolution of covered disputes between you and TriNet (and its employees, officers and agents) and/or, if you work for one of TriNet's customers, between you and your company (and its employees, officers and agents). If any portion of this DRP is determined to be unenforceable, the remainder of this DRP will still be enforceable, subject to the specific exception in section (d), above. 10. Acknowledgement ©2016 TriNet Group, Inc. All rights reserved. PAS/TNCOL Page 4 By acknowledging below, I confirm that I have read and understand the contents of this TCA (including, but not limited to, the DRP), that I have the responsibility to read and fam