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10. When Gervais began her employment with Port Huron, she signed MEA’s joint member- ship application and dues check-off authorization form in, or about, August 1991 based on the union representative’s statements that union membership was an employment condition. 11. On, or about, September 25, 2013, Gervais notified PHAES and MEA by written letter re- signing her union membership at all levels (“resignation”) and revoking her check-off authorization (“revocation”). 12. On January 30, 2018, MEA, through its debt collection attorney, demanded, by letter, Gervais pay dues and/or fees in the amount of $647.30 that had accrued between her September 25, 2013 resignation from union membership and her July 1, 2014 retirement from employment, 4 and further attempted to collect those dues and/or fees by threatening a small claims court collec- tion action for her failure to pay them. 13. Gervais has not paid any dues and/or fees to MEA or its affiliates that accrued after her September 25, 2013 resignation and revocation. 14. Since October 10, 1997, Plaintiff Williams has been employed by Port Huron as a full-time Secretary I within a bargaining unit represented by PHAES with assistance from its affili- ate MEA. 15. After Williams began her employment with Port Huron as a Secretary I, she signed MEA’s joint continuing membership application and dues check-off authorization form on January 12, 1998 based on the information and belief that both were employment conditions. 16. On, or about, September 17, 2013, Williams notified PHAES and MEA by written letter, via certified mail, return receipt requested with the U.S. Postal Service, of her resignation and rev- ocation. 17. On at least thirty-two occasions since January 15, 2015, MEA monthly has demanded, by e-mail, Williams pay dues and/or fees in the amount of $622.39 that had accrued after her Sep- tember 17, 2013 resignation. 18. On January 11, 2017, MEA demanded, by letter, Williams pay dues and/or fees in the amount of $622.39 that had accrued after her September 17, 2013 resignation and revocation, and further attempted to collect those dues and/or fees by threatening to send her matter to its collec- tions law firm for her failure to do so, which firm would pursue any and all available legal options to obtain the alleged outstanding balance. 19. On May 25, 2018, MEA, through its collections law firm, demanded, by letter, Williams pay dues and/or fees in the amount of $622.39 that had accrued after her September 17, 2013 res- 5 ignation and revocation, and further attempted to collect those dues and/or fees by threatening a small claims court collection action for her failure to pay them. 20. Williams has not paid any dues and/or fees to MEA or its affiliates that accrued after her September 17, 2013 resignation and revocation. 21. On information and belief, MEA acts as the collection agent for itself, its parent affiliate, the National Education Association, and the local affiliates, including PHAES, in demanding, at- tempting to collect, and/or actually collecting dues, fees, and/or payments from Gervais, Williams, and the putative Class and then in distributing those dues, fees, and/or payments amongst its affili- ates. 22. On June 27, 2018, the Supreme Court in Janus held it unconstitutional for a union to at- tempt to collect dues, fees, and/or payments or require a non-member to financially support the union without the employee first affirmatively having consented to pay and having waived his or her First Amendment rights. 138 S. Ct. at 2486. 23. This is a class action brought by the named Plaintiffs on their own behalf and on behalf of all others similarly situated, pursuant to Federal Rule of Civil Procedure 23(b)(1)(A), (b)(2), and/or (b)(3). The Class consists of all public employees from whom MEA, its affiliates, and/or its agents have demanded, attempted to collect, and/or actually collected union dues, fees, and/or other payments for times during which the employee affirmatively had not consented to pay those mon- ies. The Class includes everyone who comes within the Class definition at any time from three (3) years prior to the date of this action’s filing until its conclusion for the period they meet the Class definition. 6 24. Upon information and belief, the number of persons in the Class is in the hundreds, as MEA represents approximately 23,000 non-member employees in Michigan. These persons are therefore so numerous that joinder of the entire Class is impractical. Their number makes joinder of the entire Class impractical. 25. There are questions of law and fact common to all Class members, including Plaintiffs. Factually, all Class members are non-union members who are subject to the same, or similar, MEA’s, its affiliates’, and/or its agents’ demands for payment, attempts to collect, and/or actual collection of union dues, fees, and/or payments. The question of law is the same for all Plaintiffs and Class members: whether MEA violated their First Amendment rights by demanding pay- ment of, attempting to collect, and/or actually collecting union dues, fees, and/or payments from non-members in violation of Janus. 26. The named Plaintiffs’ claims are typical of other Class members’ claims as the Class mem- bers are subject to the same infringement of their constitutional rights and interests caused by MEA’s, its affiliates’, and/or its agents’ demands, attempts to collect, and/or actual collection of union dues, fees, and/or payments from non-members without written authorization and a legal waiver of their constitutional rights. 27. The named Plaintiffs adequately can represent the Class’s interests. They have no interests antagonistic to other non-members who are subject to MEA’s, its affiliates’, and/or its agents’ de- mands for, attempts to collect, and/or actual collection of dues, fees, and/or payments from non-members. 28. Because MEA, its affiliates, and/or its agents are demanding payment of, attempting to col- lect, and/or actually collecting dues and/or fees from non-member employees it exclusively repre- sents in violation of the employees’ constitutional rights, the prosecution of separate actions by in- 7 dividual Class members would create a risk of inconsistent or varying adjudications which would establish incompatible standards of conduct for MEA. 29. Because MEA, its affiliates, and/or its agents have demanded, attempted to collect, and/or actually collected union dues, fees, and/or payments from Plaintiffs and the Class on grounds ap- plicable generally to the class, final injunctive relief and/or corresponding declaratory relief is ap- propriate. 30. A class action can be maintained under Rule 23(b)(3), because the common questions of law and fact identified in paragraph 25 predominates over any questions affecting only individual class members. A class action is superior to other available methods for the fair and efficient adju- dication of the controversy because, among other things, all Class members are suffering the same violation of their First Amendment rights, but the amount of money involved in each individual=s claim would make it burdensome for Class members to maintain separate actions. 31. Plaintiffs’ attorneys are provided to Plaintiffs and Class members pro bono by a national, charitable legal aid organization. These attorneys are experienced in representing nonmember employees in labor litigation, including issues similar to those presented here. Because of their ex- perience and expertise in this area of the law, these attorneys are best able to represent the Class members’ interests, and fairly, zealously, and adequately will do so. 8. Michigan’s Public Employment Relations Act (“PERA”) authorizes MEA and other unions to act as the exclusive bargaining representative of public employee units. MICH. COMP. LAWS § 423.211. 9. Between August 1991 and July 1, 2014, Plaintiff Gervais was employed by the Port Huron Area School District (“Port Huron”) at various times as an Account Clerk II, Secretary II, and Account Clerk I within a bargaining unit represented by Port Huron Association of Educational Secretaries (“PHAES”) with assistance from its affiliate MEA.

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(Claim Brought on Behalf of the Business Income Declaratory Judgment Class) (Claim Brought on Behalf of the Extra Expense Breach Class) (Claim Brought on Behalf of the Civil Authority Declaratory Judgment Class) (Claim Brought on Behalf of the Business Income Breach Class) (Claim Brought on Behalf of the Civil Authority Breach Class) (Claim Brought on Behalf of the Sue and Labor Breach Class) 16. In return for the payment of a premium, Defendant issued Policy No. B4024523178 to Plaintiff for a policy period of February 11, 2020, to February 11, 2021, including a Businessowners Special Property Coverage Form. Plaintiff has performed all of its obligations under Policy No. B4024523178, including the payment of premiums. The Covered Property, with respect to the Special Property Coverage Form, is the Cafe de Mesilla restaurant at 2190 Avenida de Mesilla, Mesilla, New Mexico. 17. Plaintiff’s Special Property Coverage Form includes Business Income, Civil Authority, Extra Expense, and Sue and Labor coverages. 19. In the Special Property Coverage Form, Defendant did not exclude or limit coverage for losses from viruses. 20. Losses due to COVID-19 are a Covered Cause of Loss under the Defendant’s insurance policies with the Special Property Coverage Form. 21. In the Special Property Coverage Form, Defendant agreed to pay for its insureds’ actual loss of Business Income sustained due to the necessary suspension of its operations during the “period of restoration” caused by direct physical loss or damage. A “partial slowdown or complete cessation” of business activities at the Covered Property is a “suspension” under the policy, for which Defendant agreed to pay for loss of Business Income during the “period of restoration” that occurs within 12 consecutive months after the date of direct physical loss or damage. 22. “Business Income” means the net income (or loss) before tax that Plaintiff would have earned if no physical loss or damage had occurred. 24. In the Special Property Coverage Form, Defendant also agreed to pay necessary Extra Expense that its insureds incur during the “period of restoration” that the insureds would not have incurred if there had been no direct physical loss or damage to the Covered Property. 25. “Extra Expense” means expenses “to avoid or minimize the ‘suspension’ of business and to continue ‘operations,’ ” and to repair or replace property. 26. Defendant also agreed to “pay for the actual loss of Business Income” that Plaintiff sustains and any Extra Expense caused by action of civil authority that prohibits access to the Covered Property when a Covered Cause of Loss causes damage to property other than the Covered Property and the civil authority prohibits access to the property and its surrounding area and takes such action in response to dangerous physical conditions. 28. Losses caused by COVID-19 and the related orders issued by local, state, and federal authorities triggered the Business Income, Extra Expense, Civil Authority, and Sue and Labor provisions of the Continental policy. B. The Covered Cause of Loss 29. The presence of COVID-19 has caused civil authorities throughout the country to issue orders requiring the suspension of business at a wide range of establishments, including civil authorities with jurisdiction over Plaintiff’s business (the “Closure Orders”). 30. On March 11, 2020, New Mexico Governor Michelle Lujan Grisham issued Executive Order 2020-04, “Order Declaring a State of Public Health Emergency and Invoking the Powers Provided by All the Hazard Emergency Management Act and the Emergency Licensing Act.” 31. The purpose of Executive Order 2020-04 was to minimize the spread of COVID- 19 pandemic and to minimize the attendant physical and economic harms. This order further proclaimed a public health emergency. 32. On March 12, Kathyleen Kunkel, the Secretary of the State of New Mexico’s Department of Health, limited public gathering of more than 100 people in order to protect the health, safety, and wellbeing of residents of the State of New Mexico from COVID-19. 33. On March 24, 2020, Secretary Kunkel, prohibited public gatherings of more than 5 people. Under the order, restaurants like Plaintiff’s and other places of public accommodation were prohibited from opening to the public for on-site consumption and were to remain closed for the duration of Executive Order 2020-04. The order was later extended through April 30, 2020. 35. The presence of COVID-19 caused “direct physical loss of or damage to” each “Covered Property” under the Plaintiff’s policy and the policies of the other Class members by denying use of and damaging the Covered Property and by causing a necessary suspension of operations during a period of restoration. 36. The Closure Orders prohibited access to Plaintiff’s and the other Class members’ Covered Property, and the area immediately surrounding Covered Property, in response to dangerous physical conditions resulting from a Covered Cause of Loss. 37. As a result of the presence of COVID-19 and the Closure Orders, Plaintiff and the other Class members lost Business Income and incurred Extra Expense. 38. On or about March 18, 2020, Plaintiff submitted a claim of loss to Defendant under Plaintiff’s policy. 39. On April 14, 2020, Defendant denied Plaintiff’s claims. 40. Defendant has, on a widescale basis with many if not all of its insureds, refused to provide Business Income, Extra Expense, Civil Authority, and Sue and Labor coverage due to COVID-19 and the resultant executive orders by civil authorities that have required the suspension of business. 41. Plaintiff brings this action pursuant to Rules 23(a), 23(b)(1), 23(b)(2), 23(b)(3), and 23(c)(4) of the Federal Rules of Civil Procedure, individually and on behalf of all others similarly situated. 44. This action has been brought and may properly be maintained on behalf of each Class proposed herein under the criteria of Rule 23 of the Federal Rules of Civil Procedure. 45. Numerosity—Federal Rule of Civil Procedure 23(a)(1). The members of each defined Class are so numerous that individual joinder of all Class members is impracticable. While Plaintiff is informed and believe that there are thousands of members of each Class, the precise number of Class members is unknown to Plaintiff but may be ascertained from Defendant’s books and records. Class members may be notified of the pendency of this action by recognized, Court- approved notice dissemination methods, which may include U.S. Mail, electronic mail, internet postings, and/or published notice. 47. Typicality—Federal Rule of Civil Procedure 23(a)(3). Plaintiff’s claims are typical of the other Class members’ claims because Plaintiff and the other Class members are all similarly affected by Defendant’s refusal to pay under its Business Income, Civil Authority, Extra Expense, and Sue and Labor coverages. Plaintiff’s claims are based upon the same legal theories as those of the other Class members. Plaintiff and the other Class members sustained damages as a direct and proximate result of the same wrongful practices in which Defendant engaged. 49. Inconsistent or Varying Adjudications and the Risk of Impediments to Other Class Members’ Interests—Federal Rule of Civil Procedure 23(b)(1). Plaintiff seeks class- wide adjudication as to the interpretation, and resultant scope, of Defendant’s Business Income, Civil Authority, Extra Expense, and Sue and Labor coverages. The prosecution of separate actions by individual members of the Classes would create an immediate risk of inconsistent or varying adjudications that would establish incompatible standards of conduct for the Defendant. Moreover, the adjudications sought by Plaintiff could, as a practical matter, substantially impair or impede the ability of other Class members, who are not parties to this action, to protect their interests. 50. Declaratory and Injunctive Relief—Federal Rule of Civil Procedure 23(b)(2). Defendant acted or refused to act on grounds generally applicable to Plaintiff and the other Class members, thereby making appropriate final injunctive relief and declaratory relief, as described below, with respect to the Class members. 51. Superiority—Federal Rule of Civil Procedure 23(b)(3). A class action is superior to any other available means for the fair and efficient adjudication of this controversy, and no unusual difficulties are likely to be encountered in the management of this class action. Individualized litigation creates a potential for inconsistent or contradictory judgments and increases the delay and expense to all parties and the court system. By contrast, the class action device presents far fewer management difficulties, and provides the benefits of single adjudication, economy of scale, and comprehensive supervision by a single court. 52. Plaintiff repeats and realleges Paragraphs 1–51 as if fully set forth herein. 54. Plaintiff’s Continental policy, as well as those of the other Business Income Breach Class members, are contracts under which Defendant was paid premiums in exchange for its promise to pay Plaintiff and the other Business Income Breach Class members’ losses for claims covered by the policy. 55. In the Special Property Coverage Form, Defendant agreed to pay for its insureds’ actual loss of Business Income sustained due to the necessary suspension of its operations during the “period of restoration.” 56. A “partial slowdown or complete cessation” of business activities at the Covered Property is a “suspension” under the policy, for which Defendant agreed to pay for loss of Business Income during the “period of restoration” “that occurs within 12 consecutive months after the date of direct physical loss or damage.” 57. “Business Income” means net income (or loss) before tax that Plaintiff and the other Business Income Breach Class members would have earned “if no physical loss or damage had occurred.” 58. COVID-19 caused direct physical loss and damage to Plaintiff’s and the other Business Income Breach Class members’ Covered Properties, requiring suspension of operations at the Covered Properties. Losses caused by COVID-19 thus triggered the Business Income provision of Plaintiff and the other Business Income Breach Class members’ Continental policies. 60. By denying coverage for any Business Income losses incurred by Plaintiff and the other Business Income Breach Class members in connection with the COVID-19 pandemic, Defendant has breached its coverage obligations under the Policies. 61. As a result of Defendant’s breaches of the Policies, Plaintiff and the other Business Income Breach Class members have sustained substantial damages for which Defendant is liable in an amount to be established at trial. 62. Plaintiff repeats and realleges Paragraphs 1–51 as if fully set forth herein. 63. Plaintiff brings this Count individually and on behalf of the other members of the Civil Authority Breach Class. 64. Plaintiff’s Continental policy, as well as those of the other Civil Authority Breach Class members, are contracts under which Defendant was paid premiums in exchange for its promise to pay Plaintiff’s and the other Civil Authority Breach Class members’ losses for claims covered by the policy. 65. Defendant promised to “pay for the actual loss of Business Income” sustained “and any Extra Expense caused by action of civil authority that prohibit access to” the Covered Property when a Covered Cause of Loss causes damage to property other than the Covered Property and the civil authority takes its action “in response to dangerous physical conditions.” 66. The Closure Orders triggered the Civil Authority provision under Plaintiff’s and the other members of the Civil Authority Breach Class’s Continental insurance policies. 68. By denying coverage for any business losses incurred by Plaintiff and other members of the Civil Authority Breach Class in connection with the Closure Orders and the COVID-19 pandemic, Defendant has breached its coverage obligations under the Policies. 69. As a result of Defendant’s breaches of the Policies, Plaintiff and the other members of the Civil Authority Breach Class have sustained substantial damages for which Defendant is liable in an amount to be established at trial. 70. Plaintiff repeats and realleges Paragraphs 1–51 as if fully set forth herein. 71. Plaintiff brings this Count individually and on behalf of the other members of the Extra Expense Breach Class. 72. Plaintiff’s Continental insurance policy, as well as those of the other Extra Expense Breach Class members, are contracts under which Defendant was paid premiums in exchange for its promise to pay Plaintiff and the other Extra Expense Breach Class members’ losses for claims covered by the policy. 73. In the Special Property Coverage Form, Defendant agreed to pay necessary Extra Expense that its insureds incur during the “period of restoration” that the insureds would not have incurred if there had been no direct physical loss or damage to the Covered Property. 74. “Extra Expense” means expenses “to avoid or minimize the suspension of business and to continue ‘operations,’” and also includes expenses “to repair or replace property.” 75. Due to COVID-19 and the Closure Orders, Plaintiff and the other members of the Extra Expense Breach Class incurred Extra Expense at Covered Property. 77. By denying coverage for any business losses incurred by Plaintiff and the other members of the Extra Expense Breach Class in connection with the Closure Orders and the COVID-19 pandemic, Defendant has breached its coverage obligations under the Policies. 78. As a result of Defendant’s breaches of the Policies, Plaintiff and the other members of the Extra Expense Breach Class have sustained substantial damages for which Defendant is liable in an amount to be established at trial. 79. Plaintiff repeats and realleges Paragraphs 1–51 as if fully set forth herein. 80. Plaintiff brings this Count individually and on behalf of the other members of the Sue and Labor Breach Class. 81. Plaintiff’s Continental policy, as well as those of the other Sue and Labor Breach Class members, are contracts under which Defendant was paid premiums in exchange for its promise to pay Plaintiff and the other Sue and Labor Breach Class members’ losses for claims covered by the policy. 82. In the Special Property Coverage Form, Defendant agreed to give due consideration in settlement of a claim to expenses incurred in taking all reasonable steps to protect Covered Property from further damage. 84. Plaintiff and the other members of the Sue and Labor Breach Class have complied with all applicable provisions of the policy and/or those provisions have been waived by Defendant, or Defendant is estopped from asserting them, and yet Defendant has abrogated its insurance coverage obligations pursuant to the policies’ clear and unambiguous terms. 85. As a result of Defendant’s breaches of the policies, Plaintiff and the other members of the Sue and Labor Breach Class have sustained substantial damages for which Defendant is liable in an amount to be established at trial. 85. By denying coverage for any Sue and Labor expenses incurred by Plaintiff and the other members of the Sue and Labor Breach Class in connection with the Closure Orders and the COVID-19 pandemic, Defendant has breached its coverage obligations under the Policies. 86. 87. Plaintiff repeats and realleges Paragraphs 1–51 as if fully set forth herein. 88. Plaintiff brings this Count individually and on behalf of the other members of the Business Income Declaratory Judgment Class. 89. Plaintiff’s Continental policy, as well as those of the other Business Income Declaratory Judgment Class members, are contracts under which Defendant was paid premiums in exchange for its promise to pay Plaintiff and the other Business Income Declaratory Judgment Class members’ losses for claims covered by the Policy. 91. Defendant has denied claims related to COVID-19 on a uniform and class wide basis, without individual bases or investigations, such that the Court can render declaratory judgment irrespective of whether members of the Class have filed a claim. 92. An actual case or controversy exists regarding Plaintiff’s and the other Business Income Declaratory Judgment Class members’ rights and Defendant’s obligations under the Policies to reimburse Plaintiff for the full amount of Business Income losses incurred by Plaintiff and the other Business Income Declaratory Judgment Class members in connection with suspension of their businesses stemming from the COVID-19 pandemic. 93. Pursuant to 28 U.S.C. § 2201, Plaintiff and the other Business Income Declaratory Judgment Class members seek a declaratory judgment from this Court declaring the following: a. Plaintiff’s and the other Business Income Declaratory Judgment Class members’ Business Income losses incurred in connection with the Closure Orders and the necessary interruption of their businesses stemming from the COVID-19 pandemic are insured losses under their Policies; and b. Defendant is obligated to pay Plaintiff and the other Business Income Declaratory Judgment Class members for the full amount of the Business Income losses incurred and to be incurred in connection with the Closure Orders during the period of restoration and the necessary interruption of their businesses stemming from the COVID-19 pandemic. 94. Plaintiff repeats and realleges Paragraphs 1–51 as if fully set forth herein. 96. Plaintiff’s Continental policy, as well as those of the other Civil Authority Declaratory Judgment Class members, are contracts under which Defendant was paid premiums in exchange for its promise to pay Plaintiff and the other Civil Authority Declaratory Judgment Class members’ losses for claims covered by the Policy. 97. Plaintiff and the other Civil Authority Declaratory Judgment Class members have complied with all applicable provisions of the Policies and/or those provisions have been waived by Defendant or Defendant is estopped from asserting them, and yet Defendant has abrogated its insurance coverage obligations pursuant to the Policies’ clear and unambiguous terms and has wrongfully and illegally refused to provide coverage to which Plaintiff is entitled. 98. Defendant has denied claims related to COVID-19 on a uniform and class wide basis, without individual bases or investigations, such that the Court can render declaratory judgment irrespective of whether members of the Class have filed a claim. A. The Special Property Coverage Form Protecting Plaintiff

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2.1 guidelines; c. Regularly test user accessibility by blind or vision-impaired persons to ensure that Defendant’s Website complies under the WCAG 2.1 guidelines; and, d. Develop an accessibility policy that is clearly disclosed on Defendant’s Websites, with contact information for users to report accessibility-related problems. 22. Defendant is an investment platform. Defendant owns, operates, manages and controls the website, www.acorns.com (its “Website”). The Website offers features which should allow all consumers to access the services and which Defendant ensures the delivery of such services throughout the United States, including New York State. 23. Defendant’s Website is integrated with its retail business operations, serving as its gateway. The Website offers services to the general public. The Website offers features which ought to allow users to learn about Defendant’s services, browse for items, information, access navigation bar descriptions, prices, savings and/or coupons and sale discount items, and avail consumers of the ability to peruse the numerous items offered for sale. The features offered by www.acorns.com include -8- learning about the services, about the company, read reviews, and make investments and transactions. 24. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff and other blind or visually-impaired users access to its Website, thereby denying the facilities and services that are offered and integrated with its investment operations. Due to its failure and refusal to remove access barriers to its Website, Plaintiff and visually-impaired persons have been and are still being denied equal access to Defendant’s retail operations and the numerous facilities, goods, services, and benefits offered to the public through its Website. 25. Defendant’s Website is an investment platform without any physical location. Thus, Defendant’s Website is the main point of sale for its business operation. 26. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff has visited the Website on separate occasions using a screen-reader. 27. During Plaintiff’s visits to the Website, www.acorns.com, the last occurring in March of 2020, Plaintiff encountered multiple access barriers which effectively denied him the full enjoyment of the goods and services of the Website. Plaintiff visited Defendant’s Website with an intent to invest for his retirement. Despite his efforts, however, Plaintiff was denied an experience similar to that of a sighted individual due to the website’s lack of a range of features and accommodations, which effectively barred Plaintiff from being able to make his desired investment. 28. Many features on the Website lacks alt. text, which is the invisible code embedded beneath a graphical image. As a result, Plaintiff was unable to differentiate what -9- options were on the screen due to the failure of the Website to adequately describe its content. 29. Many features on the Website also fail to add a label element or title attribute for each field. This is a problem for the visually impaired because the screen reader fails to communicate the purpose of the page element. It also leads to the user not being able to understand what he or she is expected to insert into the subject field. This was an issue on Defendant’s Website particularly in the select style section. As a result, Plaintiff and similarly situated visually impaired users of Defendant’s Website are unable to enjoy the privileges and benefits of the Website equally to sighted users. 30. Plaintiff has made multiple attempts to complete a transaction on www.acorns.com, most recently in March of 2020, but was unable to do so independently because of the many access barriers on Defendant’s website. These access barriers have caused www.acorns.com to be inaccessible to, and not independently usable by, blind and visually-impaired persons. 31. The Website also contained a host of broken links, which is a hyperlink to a non- existent or empty webpage. For the visually impaired this is especially paralyzing due to the inability to navigate or otherwise determine where one is on the website once a broken link is encountered. For example, upon coming across a link of interest, Plaintiff was redirected to an error page. However, the screen-reader failed to communicate that the link was broken. As a result, Plaintiff could not get back to his original search. -10- 32. These access barriers effectively denied Plaintiff the ability to use and enjoy Defendant’s website the same way sighted individuals do. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from accessing the Website. 33. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from visiting the Website, presently and in the future. 34. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 35. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 36. Because simple compliance with the WCAG 2.1 Guidelines would provide Plaintiff and other visually-impaired consumers with equal access to the Website, Plaintiff alleges that Defendant has engaged in acts of intentional discrimination, including but not limited to the following policies or practices: a. Constructing and maintaining a website that is inaccessible to visually-impaired individuals, including Plaintiff; b. Failure to construct and maintain a website that is sufficiently intuitive -11- so as to be equally accessible to visually-impaired individuals, including Plaintiff; and, c. Failing to take actions to correct these access barriers in the face of substantial harm and discrimination to blind and visually-impaired consumers, such as Plaintiff, as a member of a protected class. 37. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 38. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 39. Because Defendant’s Website has never been equally accessible, and because Defendant lacks a corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff invokes 42 U.S.C. § 12188(a)(2) and seeks a permanent injunction requiring Defendant to retain a qualified consultant acceptable to Plaintiff (“Agreed Upon Consultant”) to assist Defendant to comply with WCAG 2.1 guidelines for Defendant’s Website. Plaintiff seeks that this permanent injunction requires Defendant to cooperate with the Agreed Upon Consultant to: a. Train Defendant’s employees and agents who develop the Website on accessibility compliance under the WCAG 2.1 guidelines; b. Regularly check the accessibility of the Website under the WCAG -12- 40. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 41. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 42. Defendant has, upon information and belief, invested substantial sums in developing and maintaining its Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making its Website equally accessible to visually impaired customers. 43. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services, during the relevant statutory period. -13- 44. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 45. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYCHRL. 46. Plaintiff’s claims are typical of the Class. The Class, similarly, to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 47. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no -14- interests antagonistic to the Class Members. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 48. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 49. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 50. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 51. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 52. Defendant’s Website is a public accommodation within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). The Website is a service that is offered to the general public, and as such, must be equally accessible to all potential consumers. -15- 53. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 54. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 55. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 56. The acts alleged herein constitute violations of Title III of the ADA, and the regulations promulgated thereunder. Plaintiff, who is a member of a protected class of persons under the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, Plaintiff has been denied full and equal access to the Website, has not -16- been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 57. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 58. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 59. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 60. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 61. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 62. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated with such Website to be completely inaccessible to the blind. This -17- inaccessibility denies blind patrons full and equal access to the facilities, products, and services that Defendant makes available to the non-disabled public. 63. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 64. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 65. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 66. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the products, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website under -18- § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 67. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 68. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 69. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 70. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 71. Plaintiff, on behalf of himself and the Class and New York City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 72. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the products, services and facilities of its Website, which Defendant owns, operations and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, et seq., N.Y. Exec. -19- Law § 296, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 73. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq.

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(Violation California’s Unfair Competition Law) (Breach Of The Implied Warranty Of Merchantability) (Deceptive Acts Or Practices, New York Gen. Bus. Law § 349) (False Advertising, New York Gen. Bus. Law § 350) (Fraud) (Unfair and Deceptive Acts and Practices In Violation of the California Consumers Legal Remedies Act) (Unjust Enrichment) 22. Plaintiffs seek to represent a class defined as all persons in the United States who purchased St. Ives (the “Class”). Excluded from the Class are persons who made such purchases for purpose of resale. 23. Plaintiff Browning also seeks to represent a Subclass of all Class Members who purchased St. Ives in California (the “California Subclass”). 24. Plaintiff Basille also seeks to represent a Subclass of all Class Members who purchased St. Ives in New York (the “New York Subclass”). 25. At this time, Plaintiffs do not know the exact number of members of the Class and Subclasses; however, given the nature of the claims and the number of retail stores in the United States selling St. Ives, Plaintiffs believe that Class and Subclass members are so numerous that joinder of all members is impracticable. 41. Plaintiffs incorporate by reference and re-allege herein all paragraphs alleged above. 42. Plaintiff Browning brings this cause of action on behalf of herself and members of the California Subclass. 43. By committing the acts and practices alleged herein, Defendant has violated California’s Unfair Competition Law (“UCL”), Cal. Bus. & Prof. Code §§ 17200-17210, as to the California Subclass, by engaging in unlawful, fraudulent, and unfair conduct. 44. Defendant has violated the UCL’s proscription against engaging in unlawful conduct as a result of its violations of the CLRA, Cal. Civ. Code § 1770(a)(5) and (a)(7) as alleged above. 45. Defendant’s acts and practices described above also violate the UCL’s proscription against engaging in fraudulent conduct. 46. As more fully described above, Defendant’s misleading marketing, advertising, packaging, and labeling of St. Ives is likely to deceive reasonable consumers. 47. Defendant’s acts and practices described above also violate the UCL’s proscription against engaging in unfair conduct. 53. Plaintiffs hereby incorporate by reference the allegations contained in all preceding paragraphs of this complaint. 54. Plaintiffs bring this claim individually and on behalf of the members of the Class and California and New York Subclasses against Defendant. 55. As discussed above, Defendant failed to disclose to class members that use of St. Ives would cause skin damage and that it is not fit to be used as a facial scrub. Defendant also misrepresented that St. Ives is non-comedogenic. 56. The false and misleading representations and omissions were made with knowledge of their falsehood. 57. The false and misleading representations and omissions were made by Defendant, upon which Plaintiffs and members of the Class and California and New York Subclasses reasonably and justifiably relied, and were intended to induce and actually induced Plaintiffs and Class members to purchase St. Ives. 58. The fraudulent actions of defendant caused damage to Plaintiffs and members of the Class, who are entitled to damages and other legal and equitable relief as a result. 59. Plaintiffs incorporate by reference and re-allege each and every allegation set forth above as though fully set forth herein. 60. Plaintiff Basile brings this claim individually and on behalf of members of the New York Subclass against Defendant. 66. Plaintiffs incorporate by reference and re-allege each and every allegation set forth above as though fully set forth herein. 67. Plaintiff Basile brings this claim individually and on behalf of members of the New York Subclass against Defendant. 68. Based on the foregoing, Defendant has engaged in consumer-oriented conduct that is deceptive or misleading in a material way which constitutes false advertising in violation of Section 350 of the New York General Business Law by failing to disclose that St. Ives causes skin damage and is unfit to be used as a facial scrub. It also misrepresented that the product is non-comedogenic. 69. The foregoing advertising was directed at consumers and was likely to mislead a reasonable consumer acting reasonably under the circumstances. 73. Plaintiffs incorporate by reference and re-allege each and every allegation set forth above as though fully set forth herein. 74. Plaintiffs bring this claim individually and on behalf of members of the Class and Subclasses against Defendant. 75. Plaintiffs and Class members conferred benefits on Defendant by purchasing St. Ives. 76. Defendant has knowledge of such benefits. 77. Defendant has been unjustly enriched in retaining the revenues derived from Plaintiffs’ and Class members’ purchases of St. Ives. Retention of those moneys under these circumstances is unjust and inequitable because Defendant failed to disclose that St. Ives causes skin damage and is unfit to be used as a facial scrub. It also misrepresented that the product is non-comedogenic. 79. Plaintiffs incorporate by reference and re-allege each and every allegation set forth above as though fully set forth herein. 80. Plaintiffs bring this claim individually and on behalf of members of the Class and Subclasses against Defendant 81. Defendant, as the designer, manufacturer, marketer, distributor, and/or seller, impliedly warranted that that St. Ives is mechantable as a facial scrub. 82. Defendant breached the warranty implied in the contract for the sale of St. Ives because it could not “pass without objection in the trade under the contract description,” the goods were not “of fair average quality within the description,” the goods were not “adequately contained, packaged, and labeled as the agreement may require,” and the goods did not “conform to the promise or affirmations of fact made on the container or label.” See U.C.C. § 2-314(2) (listing requirements for merchantability). As a result, Plaintiffs and Class members did not receive the goods as impliedly warranted by Defendant to be merchantable. 83. Plaintiffs and Class members purchased St. Ives in reliance upon Defendant’s skill and judgment in properly packaging and labeling St. Ives. 84. The products were not altered by Plaintiffs or Class members. 85. The products were defective when they left the exclusive control of Defendant. 86. Defendant knew that St. Ives would be purchased and used without additional testing by Plaintiffs and Class members. 87. St. Ives was defectively designed and unfit for their intended purpose and Plaintiffs and Class members did not receive the goods as warranted.

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16. To become a member on LinkedIn, Plaintiff and the Class members were required to complete a form on the LinkedIn website, www.linkedin.com, that required them to enter their first name, last name, email address, and password for their LinkedIn account. There is no charge to become a LinkedIn member although LinkedIn sells a “Premium Subscription” for which users are billed monthly. Once these fields were entered, the member clicked “Join LinkedIn” button and an account was created. By clicking the “Join now” button, the member “agree[s] to LinkedIn’s User Agreement, Privacy Policy and Cookie Policy.” 17. LinkedIn’s current Privacy Policy states: Sharing Information with Third Parties … We will not disclose personal information that is not published to your profile or generated through engagement with our other services, such as Groups and Company Pages, except to carry out your instructions (for example, to process payment information) or unlesss [sic] we have your separate consent unless we have a good faith belief that disclosure is permitted by law or is reasonably necessary to: (1) Case5:15-cv-00236 Document1 Filed01/16/15 Page7 of 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 35. Plaintiff brings this lawsuit, both individually and as a class action, on behalf of similarly situated individuals, pursuant to Federal Rule of Civil Procedure 23(b)(2) and (3). Case5:15-cv-00236 Document1 Filed01/16/15 Page13 of 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 45. Plaintiff realleges and incorporates by reference the allegations contained in the paragraphs above as if fully set forth herein. 46. California’s Common Law Right of Publicity law protects persons from the unauthorized appropriation of the person’s identity by another for commercial gain. Case5:15-cv-00236 Document1 Filed01/16/15 Page16 of 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 57. Plaintiff realleges and incorporates the above allegations by reference as if fully set forth herein. 58. Plaintiff asserts this claim for violation of California Business and Professions Code § 17200 on behalf of himself and the members of the Class. 59. California Business & Professions Code § 17200 prohibits, inter alia, any “unlawful . . . business act or practice.” Defendant has violated § 17200’s prohibition against engaging in unlawful acts and practices by violating the California Common Law Right of Publicity. 60. Plaintiff has an interest in controlling the use of his name and likeness. In violation of Plaintiff’s interest, LinkedIn exercised control over the use of Plaintiff’s name and likeness to exploit it for profit without seeking Plaintiff’s consent. The unauthorized use of Plaintiff’s name and likeness to further LinkedIn’s commercial interests constitutes “unfair” business acts or practices within the meaning of California Business & Professions Code § 17200, et seq., in that its conduct is substantially injurious to its members, offends public policy, and is immoral, unethical, oppressive, and unscrupulous, as the gravity of the conduct outweighs any alleged benefits attributable to such conduct. 61. There were reasonably available alternatives to further LinkedIn’s legitimate business interests other than the conduct described herein. 62. LinkedIn’s conduct caused and continues to cause substantial injury to Plaintiff and other Class members. Plaintiff has suffered injury in fact by, inter alia, losing money and having his professional reputation diminished as a result of LinkedIn’s conduct. Case5:15-cv-00236 Document1 Filed01/16/15 Page18 of 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 For Violations of California’s Common Law Right of Publicity (On behalf Plaintiff and the Class) Unlawful Business Acts and Practices in Violation of California Business and Professions Code 17200, et seq. (On behalf of Plaintiff and the Class against LinkedIn)

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14. Defendant Radius Agent develops software for real estate agents. 15. One of their software programs, Radius Assist, generates leads for real estate agents by automatically sending out text messages. 16. To advertise its software and demonstrate its functionality, Defendant used its software to automatically text thousands of cellular phones across the country. 18. On September 28, 2020, Plaintiff received a text on his cell phone ending number in 1146 from Defendant from the phone number (720) 549-4205. 19. The text message that Plaintiff received said “Hey Terry, I’m Mari with Radius Assist. We call and text your old and real-time leads for you,[sic] and increase your conversion rates. May I send you info?” 20. Plaintiff responded to the message and was then solicited further for Defendant’s software. 21. Plaintiff never consented to be contacted by Defendant and had no knowledge of Defendant whatsoever prior to receiving the unsolicited text message. 22. Class Definition: Plaintiff brings this action pursuant to Federal Rule of Civil Procedure 23(b)(2) and 23(b)(3) on behalf of Plaintiff and a class defined as follows: Monetary Relief Class. All persons in the United States who: (1) from November 9, 2016 to the present; (2) were sent text message(s); (3) on his or her cellular telephone; (4) promoting the products or services of Radius Agent. Injunctive Relief Class. All persons who did not give express written consent prior to receiving texts advertising Defendant’s products or services on their cellular telephone numbers. 24. Numerosity: The exact number of the Class members is unknown and not available to Plaintiff, but it is apparent that individual joinder is impracticable. On information and belief, Defendant sent text messages to thousands of consumers who fall into the definition of the Class. Members of the Class can be identified through Defendant’s records. 25. Typicality: Plaintiff’s claims are typical of the claims of other members of the Class, in that Plaintiff and the Class members sustained damages arising out of Defendant’s uniform wrongful conduct and unsolicited text messages. 26. Adequate Representation: Plaintiff will fairly and adequately represent and protect the interests of the other members of the Class. Plaintiff’s claims are made in a representative capacity on behalf of the other members of the Class. Plaintiff has no interests antagonistic to the interests of the other members of the proposed Class and is subject to no unique defenses. Plaintiff has retained competent counsel to prosecute the case on behalf of Plaintiff and the proposed Class. Plaintiff and Plaintiff’s counsel are committed to vigorously prosecuting this action on behalf of the members of the Class and have the financial resources to do so. 27. Policies Generally Applicable to the Class: This class action is appropriate for certification because Defendant have acted or refused to act on grounds generally applicable to the Class as a whole, thereby requiring the Court’s imposition of uniform relief to ensure compatible standards of conduct toward the Class members and making final injunctive relief appropriate with respect to the Class as a whole. Defendant’s practices challenged herein apply to and affect the Class members uniformly, and Plaintiff’s challenge of those practices hinge on Defendant’s conduct with respect to the Class as a whole, not on facts or law applicable only to Plaintiff. 30. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 31. Using sophisticated software that it developed, Defendant sent automated text messages to Plaintiff’s and the Class members’ cellular telephones without having their prior express written consent to do so. 32. Defendant used an automatic telephone dialing system as proscribed by 47 U.S.C. §227(b)(1)(A). 33. Defendant’s texts were made for a commercial purpose. 34. As a result of its unlawful conduct, Defendant repeatedly invaded Plaintiff’s and the Class’s personal privacy, causing them to suffer damages and, under 47 U.S.C. § 227(b)(3)(B), entitling them to recover $500 in civil fines for each violation and an injunction requiring Defendant to stop their illegal texting campaign. 35. Defendant and/or its agent made the violating texts “willfully” and/or “knowingly” under 47 U.S.C. § 227(b)(3)(C). 36. If the court finds that Defendant willfully and/or knowingly violated this subsection, the court may increase the civil fine from $500 to $1500 per violation under 47 U.S.C. § 227(b)(3)(C). 37. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 39. Each of Defendant’s violations of 47 U.S.C. §227(b)(1)(A)(iii) constitute separate and cumulative violations of §17200. 40. Plaintiff is authorized to pursue a private right of action for injunctive relief against Defendant under §17204. Unlawful Violation of California Unfair Competition Law Cal. Bus. & Prof. Code §17200 (On behalf of Plaintiff and the Class) Violation of 47 U.S.C. § 227 (On behalf of Plaintiff and the Class)

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1. At all times relevant to this Complaint, Ms. Karstens resided in Maricopa County, Arizona, and is a citizen of the State of Arizona. 10. At all times relevant to this Complaint, Defendant has employed all Class Members in the role of phlebotomists during the Violative Period. 11. Defendant is an employer as defined in 29 U.S.C. § 203(d). 12. Plaintiffs and each Class Member were Defendant’s employees as defined in 17. Defendant is hired by employers across the United States to facilitate employer wellness initiatives. 18. As part of that service, Defendant employs phlebotomists to visit its clients on-site to perform health assessments, which includes drawing blood, and providing that data to Defendant. 19. Upon information and belief, Defendant has employed approximately 600 phlebotomists during the Violative Period. 20. As phlebotomists, Plaintiffs and each Class Member, are/were non-exempt employees for Defendant. 21. Throughout all times relevant to this Complaint, Defendant treated phlebotomists as non-exempt employees. 22. All phlebotomists are/were required to track the hours worked, report those hours to Defendant, and Defendant purported to pay phlebotomists for hours worked. 23. All phlebotomists are/were paid at an hourly rate. 24. Defendant’s policy acknowledges phlebotomists are non-exempt employees. Allegations Regarding Required Weekly Free Work 25. Plaintiffs, and each Class Member, is/was required to perform work for Defendant without compensation. 26. Defendant’s Company-wide policies and procedures provided that Plaintiffs, and each Class Member, is/was required to perform work without compensation. 28. Every week Plaintiffs, and each Class Member, worked he/she is/was required to perform the following tasks without compensation: a. Travel to the local FedEx Office in his/her respective city of residence to retrieve the patient files for the next week’s job; b. Promptly secure the files at his/her home in his/her city of residence; c. Review, prepare, and organize the patient files for the next week’s job, including printing and completing labels and filling out forms; d. Contact the site that he/she is to visit the next week for introduction, general customer service, and to discuss logistics; e. Identify local FedEx and LabCorp facilities in the destination city; f. Confirm the accuracy of the FedEx shipping lists, and make any necessary corrections, for the next week’s job; g. Prepare and highlight packets for walk-in patients for the next week’s job; and h. Confirm all travel plans and coordinate with other phlebotomist team members for the upcoming job. 29. For weeks in which Plaintiffs, and each Class Member, were required to fly to the destination city, Company policy required them to arrive at the airport at least two hours early without compensation. 3. At all times relevant to this Complaint, Defendant was a Corporation authorized to conduct, and conducting business, in Maricopa County, Arizona and the State of Illinois. 30. Defendant’s policy requires Plaintiffs, and each Class Member, to check their Company emails daily, and make any necessary responses, without compensation. 31. Defendant’s policy requires Plaintiffs, and each Class Member, to participate in a weekly conference calls without compensation. If Plaintiffs, or any Class Member, were unable to participate in a weekly call, Defendant required him/her to obtain notes from the call(s), review them, and report that review to his/her supervisor – all without compensation. Allegations Regarding Monthly and Annual Required Free Work 33. Defendant has/does require Plaintiffs, and each Class Member, to complete several hours of trainings without compensation. 34. Defendant has/does require Plaintiffs, and each Class Member, to review and analyze all Standard Operating Procedures and policies regularly while “off the clock.” 35. Defendant has/does require Plaintiffs, and each Class Member, to review and replenish inventory without compensation. 36. Defendant has/does require Plaintiffs, and each Class Member, to check supply expiration dates, and replace any expired items, without compensation. Allegations Regarding Defendant’s Willful Violation 37. Plaintiffs, and various Class Members, tracked the time worked on Defendant’s behalf. 38. Defendant removed tracked time from Plaintiffs’, and various Class Members’, time cards for work performed in paragraphs 24-36 in this Complaint. 39. Defendant reaffirmed its policy and procedure of not compensating Plaintiffs, and each Class Member, for the work performed in paragraphs 24-36 in this Complaint. 4. Defendant is an Illinois Corporation, authorized to conduct, and conducting business, in several states throughout the United States. 40. In refusing to compensate Plaintiffs on one occasion, Defendant’s HR manager expressly noted: “I don’t know where you get your information” that she should be paid for performing this work. 41. In other correspondence, Defendant’s managers reaffirm that Plaintiffs, and each Class Member, do not get paid for travel time when traveling on behalf of Defendant. 43. Defendant’s directors further recognize the global issue in March 2019 correspondence: “It is not everyone . . . . but they [Plaintiffs and Class Members] are all talking . . . . and I worry that we will have requests of more missing hours.” 44. After requesting to be paid for hours worked and denied by Defendant, and/or hearing of others’ denials, Plaintiffs and Class Members did not complain each and every time that they were not compensated for work performed on behalf of Defendant. Class Action and Collective Action Allegations 45. Plaintiffs bring this Class Action on their own behalves, and pursuant to Federal Rules of Civil Procedure, Rules 23(a), (b)(2) and (b)(3), on behalf of the following Class (“Class Members”). 46. Plaintiffs also bring this action as a “collective action” under the Act because, as discussed in this Complaint, the Defendants employees are similarly situated. 47. The Class is initially defined as: any current or former employee of Defendant, engaged as a phlebotomist, from March 1, 2016 to date of filing. 48. Numerosity – Fed. R. Civ. P. 23(a)(1). The number of Class Members is so numerous that joinder of all individuals to a single complaint would be impractical. Though the exact number of Class Members is unknown and in complete control of Defendant, based upon assignment sheets which identify every current phlebotomist each week, given turnover, it is reasonable to believe that there are a minimum of 500 Class Members. The Class Members are readily identifiable from Defendant’s employment and payroll records. 5. Plaintiff Krista Karstens is a current employee of Defendant and started working for Defendant in 2015. 50. Typicality – Fed. R. Civ. P. 23(a)(3). Plaintiffs’ claims are typical of all other Class Members. Plaintiffs, like all other Class Members, are phlebotomists that performed work for Defendant that was uncompensated. All Class Members were subjected to Defendant’s global policy and practice of not paying them for work performed. 51. Adequacy of Representation – Fed. R. Civ. P. 23(a)(4). Plaintiffs will fairly and adequately represent the Class Members. Plaintiffs were employed with Defendant for the entire Violative Period, Plaintiff Karstens remains employed and Plaintiff Kazmierczak represents former employees. The Plaintiffs live in different geographic regions of the country, further representative of the Class Members. Both Plaintiffs have the same non- conflicting interests as the other Class Members. Plaintiffs have retained competent counsel that has experience in litigating Class Action matters, including certified Class Actions that involve federal employment and commercial litigation claims. As such, the Class Members’ claims will be fairly and adequately represented by Plaintiffs and their counsel. 52. Superiority of Class Action – Fed. R. Civ. P. 23(b)(3). A class action is superior to other available methods for adjudicating the claims effectively and efficiently. The adjudication through class will avoid potentially inconsistent and conflicting results of the asserted claim. There will be no difficulty in managing the Class, and a single adjudication of the claim will substantially benefit the Class Members and the Court. Damages for individual Class Members are likely inadequate to justify the cost of individual litigation – especially in light of the fact that the Class Members are/were non-exempt employees with relatively lower income. As such, absent class treatment, Defendant’s willful violations of law inflicting significant damages in the aggregate would go unremedied. 54. Plaintiffs, and Class Members, re-allege and incorporate by reference paragraphs 1 through 53 as if fully set forth herein. 55. Defendant failed to pay Plaintiffs, and Class Members, for work performed during the Violative Period in violating of the Act. 56. Defendant acted and continues to act with malice or reckless disregard to Plaintiffs’ and Class Members’ rights, and thus, Plaintiffs and Class Members are entitled to recover punitive damages in amount to be determined at trial. 57. Plaintiffs, and each Class Member, are entitled to recover all unpaid wages, liquidated damages, reasonable attorneys’ fees, and costs of the action. Count Two: Declaration and Injunctive Relief 58. Plaintiffs, and Class Members, re-allege and incorporate by reference paragraphs 1 through 57 as if fully set forth herein. 59. There is a present and actual controversy between, on the one hand, Plaintiff and Class Members, and on the other hand, Defendant, concerning their rights and respective duties under the Act. 6. Plaintiff Liliana Kazmierczak was employed by Defendant from May 2016 until April 18, 2019. 60. Plaintiffs, and Class Members, contend that Defendant violated their rights under the Act. 61. Plaintiffs, and Class Members, are informed and believe, and therefore allege, that Defendant denies any liability to them. 62. Plaintiffs, and Class Members, seek a judicial declaration of the rights and duties of the respective parties under the Act. Declaratory relief is therefore necessary and appropriate. 63. Plaintiffs, and Class Members, has suffered injury in fact and has lost money in wages as a result of Defendant's unlawful and unfair practices in violation of the Act. 65. Accordingly, Plaintiffs and Class Members are authorized to pursue injunctive relief against Defendant that is necessary to prevent Defendant’s further violations of their rights under the Act. 66. Defendant acted and continues to act with malice or reckless disregard to Plaintiffs’ and Class Members’ rights, and thus, Plaintiffs and Class Members are entitled to recover punitive damages in amount to be determined at trial. 7. At all times relevant to this Complaint, Defendant has employed Plaintiffs as phlebotomists. 8. The Class Members that Plaintiffs represent are current and former employees of Defendant, employed for some time during March 2016 to present (“Violative Period”). 9. Class Members were employed by Defendant across dozens of states across the United States.

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27. Plaintiff repeats and realleges the allegations of paragraphs 1 through 26 of this complaint and incorporates them by reference. 28. Defendant and/or its agents transmitted text messages to cellular telephone numbers belonging to Plaintiff and the other members of the ATDS Class using an automatic telephone dialing system. 29. These solicitation text messages were sent without the consent of Plaintiff and the other members of the ATDS Class. 30. Defendant has, therefore, violated 47 U.S.C. § 227(b)(1)(A)(iii), and as a result, under 47 U.S.C. §§ 227(b)(3)(B)-(C), Plaintiff and members of the ATDS Class are entitled to a minimum of $500 and a maximum $1,500 in damages for each violation. Violation of 47 U.S.C. § 227 (On Behalf of Plaintiff and the ATDS Class)

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16. Defendant performs track and transit system construction and maintenance work in multiple states. 17. At all relevant times, Defendant employed Named Plaintiff and similarly situated individuals as non-exempt laborers. 18. Laborers performed the manual tasks associated with Defendant’s track and transit system construction and maintenance services. 19. Defendant paid laborers on an hourly basis. 20. Laborers were required to report to jobsites to perform Defendant’s construction and maintenance services in various states. These jobsites were frequently located hundreds of miles away from laborers’ home communities. 22. Laborers spent most of the day before and after their shifts driving hundreds of miles to and from the jobsites. This travel cut across Laborers’ normal working hours during both regular working days and nonworking days. 23. The identity of all laborers is unknown at this time, but is known to Defendant and is contained in Defendant’s records. 24. Defendant did not count time spent traveling as hours worked for purposes of determining overtime eligibility. Consequently, Defendant failed to pay proper wages, including overtime wages to Named Plaintiff and other similarly situated individuals. 25. At all material times, Defendant willfully deprived laborers of proper wages, including overtime wages. 26. Defendant knew that laborers were working overtime hours and hours for which they were not compensated at an overtime rate when they traveled to jobsites. 27. The exact amount of compensation, including overtime compensation that Defendant has failed to pay Named Plaintiff and other similarly situated individuals is unknown at this time. However, Defendant possesses many of the records necessary to make precise calculations. 28. The FLSA requires employers to make, keep, and preserve records of the wages, hours, and other conditions and practices of employment, and to preserve such records. 29. Defendant did not make, keep or preserve accurate records of the hours worked by Named Plaintiff and similarly situated individuals. 31. Defendant’s conduct was willful and in bad faith and has caused significant damages to Named Plaintiff and similarly situated individuals. 32. Named Plaintiff, on behalf of himself and other similarly situated individuals, re- allege and incorporate by reference the above paragraphs as if fully set forth herein. 33. Named Plaintiff brings this action on behalf of himself and all other similarly situated individuals pursuant to the FLSA, 29 U.S.C. § 216(b). The proposed collective is defined as follows: All persons who JB employed or employs as non-exempt hourly employees who have not been paid at an overtime rate for time spent traveling to jobsites in which an overnight stay is required when such travel resulted in a work week in excess of 40 hours at any time during the three years preceding the filing of this action. (“FLSA Collective”) 34. Named Plaintiff is similarly situated to the FLSA Collective and will prosecute this action vigorously on their behalf. 35. During the relevant time period, Named Plaintiff and the FLSA Collective routinely spent time traveling away from home to Defendant’s jobsites. Named Plaintiff and the FLSA Collective were not compensated for their travel time at an overtime rate, even when such travel resulted in a work week in excess of 40 hours. 36. Defendant willfully engaged in a pattern of violating the FLSA, 29 U.S.C. § 201 et seq., as described in this Complaint in ways including, but not limited to, failing to pay Named Plaintiff and the FLSA Collective proper compensation, including overtime compensation, for their travel time. 38. Defendant is liable under the FLSA for failing to properly compensate Named Plaintiff and the FLSA Collective and, as such, notice of this action should be sent to the FLSA Collective. There are numerous similarly situated current and former employees of Defendant who have been denied overtime wages in violation of the FLSA and would benefit from the issuance of a court-supervised notice of this action and the opportunity to join it. Those similarly situated employees are known to Defendant and are readily identifiable through Defendant’s records. 39. Named Plaintiff, on behalf of himself and similarly situated individuals, re-alleges and incorporates by reference the above paragraphs as if fully set forth herein. 40. The FLSA requires employers to compensate employees for their travel time. U.S. Department of Labor regulations require payment for travel time when employees are required to travel away from their home communities. See 29 C.F.R. § 785.39. 41. As employees of Defendant, Named Plaintiff and the FLSA Collective have not been compensated for time spent traveling away from their home communities to Defendant’s jobsites at an overtime rate, even when such travel resulted in a work week in excess of 40 hours. 42. The FLSA at 29 U.S.C. § 207 requires employers to pay employees one and one- half times the regular rate of pay for all hours worked in excess of 40 hours per workweek. 44. Defendant failed to compensate Named Plaintiff and the FLSA Collective for the travel time hours they worked in excess of 40 hours per workweek at an overtime rate. 45. Named Plaintiff and the FLSA Collective do not qualify for an exemption from the FLSA’s wage and overtime obligations. 46. Defendant knew that Named Plaintiff and the FLSA Collective are not exempt from the FLSA’s wage and overtime provisions. 47. Defendant knew that it was required to pay Named Plaintiff and the FLSA Collective for all hours worked, including hours spent traveling away from their home communities to jobsites. 48. Defendant knew that it was required to pay Named Plaintiff and the FLSA Collective for all hours worked over forty in any workweek. 49. In spite of such knowledge, Defendant willfully withheld and failed to pay the wages and overtime wages to which Named Plaintiff and the FLSA Collective are entitled. 50. Defendant knew, or showed reckless disregard for the fact, that it failed to compensate Named Plaintiff and the FLSA Collective proper wages, including overtime wages for all hours worked. 51. Defendant’s actions, policies, and practices described herein violate the FLSA’s overtime pay provisions by regularly and repeatedly failing to compensate Named Plaintiff and the FLSA Collective at the required overtime rate for all overtime hours worked. 53. The foregoing conduct constitutes a willful violation of the FLSA within the meaning of 29 U.S.C. § 255(a). 54. As the direct and proximate result of Defendant’s unlawful conduct, Named Plaintiff and the FLSA Collective have suffered and will continue to suffer a loss of income and other damages. Named Plaintiff and the FLSA Collective seek damages in the amount of their unpaid overtime wages, liquidated damages, interest, reasonable attorneys’ fees and costs pursuant to 29 U.S.C. §§ 216(b) and 255(a), and such other legal and equitable relief as the Court deems just and proper. INCLUDING OVERTIME WAGES, IN VIOLATION OF THE FAIR LABOR STANDARDS ACT (On Behalf of Named Plaintiff and the FLSA Collective)

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19. Acting in concert under color of state law — to-wit, the Ralph C. Dills Act, CAL. GOVT. CODE § 3512 et seq. — the State of California has recognized Local 1000 as the exclusive bargaining agent for the Plaintiffs and other State employees in bargaining units designated as Bargaining Units 1 (Professional, Administrative, Financial and Staff Services bargaining unit), 3 (Professional Educators and Library bargaining unit), 4 (Office and Allied Workers bargaining unit), 11 (Engineering and Scientific Technicians bargaining unit), 14 (Printing Trades bargaining unit), 15 (Allied Services Workers bargaining unit), 17 (Registered Nurses bargaining unit), 20 (Medical and Social Services Specialists bargaining unit), and 21 (Educational Consultants and Librarians bargaining unit). Local 1000 and the State of California have entered into a series of Memoranda of Understanding (“MOUs”) controlling the terms and conditions of employment for Plaintiffs and the class and subclasses of State employees Plaintiffs seek to represent. 20. Pursuant to the Ralph C. Dills Act, CAL. GOVT. CODE § 3512, the State and Local 1000 have entered into MOUs governing these bargaining units, including a provision requiring that all State employees in Bargaining Units 1, 3, 4, 11, 14, 15, 17, 20, and 21 join Local 1000 as formal union members, or have deducted from their wages full union dues or agency fees, as a condition of continued public employment. 21. Sometime in June 2013, Defendant Local 1000 sent to each Plaintiff and class member a notice by regular, first-class mail, informing nonmember employees of their “right to object to the use of any portion of your fees for what you believe are activities not germane to the collective bargaining functions of SEIU Local 1000, i.e., partisan political or ideological causes only incidentally related to the terms and conditions of employment or the provision of benefits available only to members.” A true and correct copy of the notice sent to each Plaintiff and class member is attached hereto and incorporated herein as Exhibit A. 22. Not all Plaintiffs and class members — such as Plaintiffs Dawn Ammons, Ryan Christensen, Kelli Giles, Madeline L. Lopez, Clint Miller, Virginia Ollis, and Antonia Toledo — actually received such notices.

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30. Plaintiff brings her FLSA claims on behalf of herself and all similarly-situated persons who elect to opt-in to this action who work or have worked for Fifth Third as CSMs 6 between December 31, 2011 and the date of final judgment in this matter (the “Collective Action Period”). Anyone who released his or her FLSA claims in Stallard v. Fifth Third, et al, 2:12-cv- 01092-MRH, is excluded from this collective and is not a Collective Action Member. 31. Plaintiff and other CSMs are similarly situated in that they have substantially similar job duties and are subject to Fifth Third’s common compensation policies, patterns, and/or practices, including without limitation Fifth Third’s misclassification of CSMs as exempt from the protections of the FLSA. 32. The primary job duties of Plaintiff and the Collective Action Members did not materially differ from the duties of non-exempt hourly paid employees. The performance of non- exempt duties occupied the majority of Plaintiff’s and Collective Action Members’ working hours. 33. Pursuant to a centralized, company-wide policy, pattern and/or practice, Defendants classified all CSMs and other similarly situated current and former employees holding comparable positions but different titles, as exempt from coverage of the overtime provisions of the FLSA. 34. Upon information and belief, Fifth Third did not perform a person-by-person analysis of the job duties of CSMs when making the decision to classify all of them uniformly as exempt from the overtime protections of the FLSA. 35. Fifth Third is liable under the FLSA for, inter alia, failing to properly compensate the Collective Action Members. There are believed to be at least 250 similarly-situated current and former CSMs who would benefit from the issuance of a court-supervised notice of the present lawsuit and the opportunity to join the present lawsuit. Those similarly-situated CSMs are known to Fifth Third, are readily identifiable, and can be located through Fifth Third’s 7 records. Notice should be sent to the FLSA Collective Action Members pursuant to 29 U.S.C. § 216(b). 36. Plaintiff and the Collective Action Members, all of whom regularly worked more than 40 hours in a workweek, were employed by Fifth Third as CSMs. 37. Fifth Third failed to pay Plaintiff and the Collective Action Members for all hours worked as well as overtime compensation for the hours they worked over 40 in a workweek due to the policy of classifying CSM’s company-wide as exempt. 38. Fifth Third failed to keep accurate records of all hours worked by Plaintiff and the Collective Action Members. 39. Throughout the relevant period, it has been Fifth Third’s policy, pattern or practice to require, suffer, or permit Plaintiff and the Collective Action Members to work in excess of 40 hours per week without paying them overtime wages for all overtime hours worked. 40. The work that Plaintiff and the Collective Action Members have performed was assigned by Fifth Third or Fifth Third was aware of the work they performed. 41. The work performed by Plaintiff and the Collective Action Members constitute compensable work time under the FLSA and was not preliminary, postliminary or de minimus. 42. Fifth Third has intentionally, willfully, and regularly engaged in a company-wide policy, pattern, or practice of violating the FLSA with respect to Plaintiff and the Collective Action Members, which was authorized, established, promulgated, and/or ratified by Fifth Third’s corporate headquarters. This policy, pattern or practice includes but is not limited to: a. willfully failing to record all of the time the Plaintiff and the Collective Action Members have worked for the benefit of Fifth Third; b. willfully failing to keep accurate time records as required by the FLSA or 8 applicable state wage and hour laws; c. willfully failing to credit Plaintiff and the Collective Action Members for all hours worked including overtime hours, consistent with the requirements of the FLSA; d. willfully failing to pay Plaintiff and the Collective Action Members wages for all hours worked including overtime wages for hours worked in excess of 40 hours per workweek; e. willfully classifying Plaintiff and the Collective Action Members as exempt despite their primary duties being non-exempt in nature; and f. failing to provide sufficient resources in the labor budgets for non-exempt employees to complete all of the non-exempt tasks in each bank, when Defendants knew or recklessly disregarded the fact that failing to provide sufficient resources in bank labor budgets resulted in Plaintiff and other similarly-situated CSMs (who were not paid overtime) to work more than 40 hours in a workweek and primarily perform non-exempt duties during their workweeks, without receiving overtime compensation—which allowed Defendants to avoid paying additional wages (including overtime) to the non-exempt bank-level employees. 43. As an experienced bank operating over 1000 locations throughout the country, Defendants were aware or recklessly disregarded the fact that by underfunding the labor budgets for bank locations, Plaintiff and other similarly situated CSMs were primarily performing non- exempt duties and not performing activities that would suffice to make their actual job duties comply with any FLSA exemption. Inasmuch as Defendants are substantial corporate entities 9 aware of their obligations under the FLSA, they acted willfully or recklessly in failing to classify Plaintiff and other similarly situated CSMs as non-exempt employees. 44. Fifth Third’s unlawful conduct has been widespread, repeated, and consistent. 45. Pursuant to Fed. R. Civ. P. 23, Plaintiff Kampfer as the Ohio Class Representative, brings the OMWA and Section 34a claims (“Ohio Claims”), individually and on behalf of the Ohio Class. 46. The persons in the Ohio Class identified above are so numerous that joinder of all members is impracticable. Although the Ohio Class Representative does not know the precise number of such persons, the facts on which the calculation of that number can be based are presently within the sole control of Fifth Third and ascertainable. Upon information and belief, there are at least 50 members of the Ohio Class. 47. Fifth Third has acted or refused to act on grounds generally applicable to the Ohio Class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the Ohio Class as a whole. 48. There are questions of law and fact common to the Ohio Class that predominate over any questions solely affecting individual members of the Ohio Class, including but not limited to: a. whether Fifth Third has failed and/or refused to pay the Ohio Class Representative and the Ohio Class overtime pay for the hours worked in excess of 40 hours per workweek within the meaning of the OMWA; b. the nature and extent of the class-wide injury and the appropriate measure of damages for the Ohio Class; c. whether Fifth Third has a policy of misclassifying CSMs as exempt from 10 coverage of the overtime provisions of the OMWA; d. whether Fifth Third’s policy of misclassifying CSMs as exempt from coverage of the overtime provisions of the OMWA was done willfully; e. whether Fifth Third can prove that their unlawful policies were implemented in good faith; and f. whether Fifth Third failed to maintain records of the Ohio Class members’ hours worked for each day worked in violation of Section 34a. 49. Fifth Third has acted or refused to act on grounds generally applicable to the Ohio Class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the Ohio Class as a whole. 50. The claims of the Ohio Class Representative are typical of the claims of the Ohio Class. The Ohio Class Representative and the other Ohio Class Members work or have worked for Fifth Third and have been subjected to their policy, pattern or practice of failing to pay overtime wages for hours worked in excess of 40 hours per workweek. Fifth Third acted and refused to act on grounds generally applicable to the Ohio Class, thereby making declaratory relief with respect to the Ohio Class appropriate. 51. The Ohio Class Representative will fairly and adequately represent and protect the interests of the Ohio Class. 52. The Ohio Class Representative has retained counsel competent and experienced in complex class action and wage and hour litigation. 53. A class action is superior to other available methods for the fair and efficient adjudication of the Ohio Wage and Hour Law claims, where individual plaintiffs may lack the financial resources to vigorously prosecute a lawsuit in federal court against a corporate defendant. 11 54. The members of the Ohio Class have been damaged and are entitled to recovery because of Fifth Third’s common and uniform policies, practices, and procedures. Although the relative damages suffered by individual Ohio Class Members are not de minimus, such damages are small compared to the expense and burden of bringing individual cases. 55. Class treatment of the Ohio Class claims is superior because it will obviate the need for duplicative litigation that may result in inconsistent judgments about Fifth Third’s practices. 56. Throughout their employment with Fifth Third, Plaintiff and the members of the FLSA Collective and Ohio Class consistently worked more than 40 hours per workweek. 57. Fifth Third was aware that Plaintiff and the members of the FLSA Collective and Ohio Class worked more than 40 hours per workweek, yet Fifth Third failed to pay them any overtime compensation for any of the hours worked over 40 in a workweek. 58. The primary duties of Plaintiff and the members of the FLSA Collective and Ohio Class duty were non-exempt. 59. The tasks that Plaintiff and the other CSMs regularly performed include but are not limited to: a. sales, including loans and lines of credit, as well as insurance and annuity products; b. working the teller line; c. performing operations work such as routine audits of teller drawers, the ATM, and the vault; d. generating and printing routine reports; and e. performing other customer service tasks; 12 60. Plaintiff’s and the other CSMs’ primary job duties did not include: a. hiring, firing, promoting, or disciplining other employees; b. implementing management policies, practices, and procedures; c. committing Fifth Third in matters having significant financial impact; d. setting employees’ wages; or e. determining how many labor hours could be allocated to their branch. 61. The primary duties of Plaintiff and the members of the FLSA Collective and Ohio Class did not differ substantially from the duties of non-exempt hourly paid employees. 62. Plaintiff and the members of the FLSA Collective and Ohio Class did not exercise a meaningful degree of independent discretion with respect to the exercise of their duties. 63. Plaintiff and the members of the FLSA Collective and Ohio Class did not have the discretion or authority to make any decisions with respect to matters of significance and were required to follow the policies, practices, and procedures set by Fifth Third, as well as state and federal banking regulations. Plaintiff and the members of the FLSA Collective and Ohio Class did not have any independent authority to deviate from these policies, practices, and procedures. 64. Branch managers and district managers were responsible for the overall performance of the branches and for coaching and developing bank employees. 65. Plaintiff realleges and incorporates by reference the allegations in Paragraphs 1- 64 as if they have been set forth herein. 66. Fifth Third has engaged in a widespread pattern and practice of violating the 13 FLSA, as described in this Collective and Class Action Complaint. 67. Plaintiff has consented in writing to be a party to this action, pursuant to 29 U.S.C. § 216(b). 68. At all relevant times, Plaintiff and members of the FLSA Collective were engaged in commerce and/or the production of goods for commerce within the meaning of 29 U.S.C. §§ 206(a) and 207(a). 69. The overtime wage provisions set forth in §§ 201 et seq. of the FLSA apply to Fifth Third. 70. Fifth Third is an employer engaged in commerce and/or the production of goods for commerce within the meaning of 29 U.S.C. §§ 206(a) and 207(a). 71. At all times relevant, Plaintiff and members of the FLSA Collective were employees within the meaning of 29 U.S.C. §§ 203(e) and 207(a). 72. Fifth Third has failed to pay Plaintiff and members of the FLSA Collective the overtime wages to which they were entitled under the FLSA. 73. Fifth Third’s violations of the FLSA, as described in this Collective and Class Action Complaint, have been willful and intentional. Fifth Third has failed to make a good faith effort to comply with the FLSA with respect to its compensation of Plaintiff and the members of the FLSA Collective. 74. Because Fifth Third’s violations of the FLSA have been willful, a three-year statute of limitations applies, pursuant to 29 U.S.C. § 255. 75. As a result of Fifth Third’s willful violations of the FLSA, Plaintiff and members of the FLSA Collective have suffered damages by being denied overtime wages in accordance with 29 U.S.C. §§ 201, et seq. 14 76. As a result of the unlawful acts of Fifth Third, Plaintiff and members of the FLSA Collective have been deprived of overtime compensation and other wages in amounts to be determined at trial, and are entitled to recovery of such amounts, liquidated damages, prejudgment interest, attorneys’ fees, costs and other compensation pursuant to 29 U.S.C. § 216(b). 77. The Ohio Class Representative on behalf of herself and all Ohio Class Members, realleges and incorporates by reference the allegations in Paragraphs 1-64 as if they have been set forth herein. 78. Fifth Third has engaged in a widespread policy, pattern, or practice of violating the Ohio Wage and Hour Law, as detailed in this Collective and Class Action Complaint. 79. At all times relevant, the Ohio Class Representative and the other members of the Ohio Class have been employees and Defendants have been employers within the meaning of the OMWA. The Ohio Class Representative and the members of the Ohio Class are covered by the 88. The Ohio Class Representative on behalf of herself and all Ohio Class Members, realleges and incorporates by reference the allegations in Paragraphs 1-64 as if they have been set forth herein. 89. Defendants failed to maintain records of the Ohio Class members’ hours worked for each day worked. 90. Defendants’ failure to maintain such records violates Section 34a and entitles the Ohio Class Representative and the Ohio Class to the remedies provided by law. FINANCIAL CORPORATION; and FIFTH THIRD BANCORP, Defendants. Fair Labor Standards Act: Unpaid Overtime Wages Brought on Behalf of Plaintiff and Collective Action Members Against All Defendants Ohio Wage and Hour Law: Unpaid Wages Brought on behalf of the Ohio Class Representative and the Ohio Class Against All Defendants Ohio Wage and Hour Law: Record-Keeping Violation Brought on behalf of the Ohio Class Representative and the Ohio Class Against All Defendants

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12.! Plaintiffs have been employed as servers, host/hostesses, and/or coat checkers by Defendants beginning at various times as early as March 2014, as described in the above paragraphs. 13.! At all relevant times, the Fair Labor Standards Act, 29 U.S.C. §206 has required the Defendants to pay the Plaintiffs a minimum wage of $8.00 per hour. 14.! At all relevant times, the New York Minimum Wage Act, New York Labor Law §652, has required the Defendants to pay the Plaintiffs minimum wages of: $7.15 from January 1, 2007 to July 23, 2009; $7.25 from July 24, 2009 to December 30, 2013; $8.00 from December 30, 2013 to December 31, 2014; $8.75 from December 31, 2014 to December 30, 2014; and $9.00 from December 31, 2015. 15.! Defendants paid Plaintiffs a sub-minimum hourly wages under the tip-credit provisions of the FLSA and New York Labor Law. These provisions permit employers of tipped employees to pay wages of less than the minimum wage, provided employers comply with the other requirements of the tip-credit provisions. The Defendants violated these requirements by requiring Plaintiffs to participate in an invalid tip pool, whereby Plaintiffs must pay a percentage of their tips or a specified amount to management. As a result of Defendants’ improper use of the tip credit provisions of the FLSA and New York Labor Law, Defendants paid Plaintiffs based on an incorrectly low rate of pay. 17.! The Defendants have not, as required by law, notified the Plaintiffs of their intention to pay them less than the full minimum wage on the basis of the applicable statutory and regulatory provisions relating to the tip credit and tip allowance. 18.! The Defendants have willfully paid Plaintiffs for their services and labor at hourly rates below the applicable minimum hourly wages, in violation of the FLSA and New York Minimum Wage Act. 19.! At all relevant times, both federal and state law has required the Defendants to pay Plaintiffs overtime wages at a wage rate of 1.5 times their regular rate for hours worked in excess of forty (40) hours a week. 20.! During many, if not all, weeks in which Plaintiffs were employed by the Defendants, the Plaintiffs worked in excess of forty (40) hours per week, but were not compensated for their overtime hours pursuant to the FLSA or New York Labor Law. 21.! The Defendants willfully paid Plaintiffs for their services and labor at a rate that is less than one and a half times the minimum wage, the minimum regular rate of pay to which Plaintiffs are entitled. 22.! Defendants knew or showed reckless disregard for the fact that its failure to pay Plaintiffs overtime compensation was in violation of the FLSA. 23.! Defendants improperly failed to pay Plaintiffs and class members all compensation rightfully due, including but not limited to, overtime pay, minimum wages and earned tips, amongst other things. 25.! Defendants managed Plaintiffs’ work, including the amount of overtime required to be worked, and dictated, controlled and ratified the wage and hour and all related employee compensation policies of Defendants at issue in this lawsuit. Defendants’ wage and hour practices and policies are uniform and disseminated by senior management. Defendants accepted all overtime and other work performed by Plaintiffs, accepted all benefits of that work and never warned or disciplined plaintiffs for working overtime. 26.! Defendants’ actions were willful and not in good faith. 37.! At all time relevant hereto, the New York Labor Law prohibited an employer from demanding that an employee relinquish any part of a gratuity received by that employee, from accepting any part of a gratuity received by an employee and/or from retaining any part of a gratuity for an employee or of any charge purporting to be a gratuity for an employee. N.Y. Lab. Law §196-d. 38.! Throughout Plaintiffs’ employment, Defendants demanded and accepted gratuities received by Plaintiffs and retained parts of gratuities intended for Plaintiffs and/or otherwise failed to forward to Plaintiffs gratuities the Plaintiffs were entitled to receive. The sums demanded, accepted and/or retained by Defendants or of gratuities left for Plaintiffs were determined exclusively by Defendants. 39.! None of the gratuities initially left by customers for Plaintiffs which were demanded and/or accepted by Defendants constituted (a) an allowance from the minimum wage due Plaintiffs under Article 19 of the Labor Law permitted by law or regulation, (b) a practice in connection with a banquet or other special function where a fixed percentage of a patron’s bill was added for gratuities as permitted by law or regulation, or (c) a sharing of tips by a waiter with a busboy or similar employee permitted by law or regulation. 41.! This action is properly maintainable as a class action under Fed. R. Civ. P. 23 because: a.! The class is so numerous that joinder of all members is impracticable; b.! There are questions of law or fact that are common to the class; c.! The claims or defenses of the Named Plaintiffs are typical of the claims or defenses of the class; and, d.! The Named Plaintiffs will fairly and adequately protect the interests of the class. Numerosity 42.! On information and belief, the total number of putative class members consists of at least one hundred individuals. The exact number of class members may be determined from Defendants’ records. Commonality 50.! Plaintiffs anticipate that Defendants will raise defenses that are common to the class. Adequacy 51.! The Named Plaintiffs will fairly and adequately protect the interests of the class. They have retained experienced counsel who are competent in the prosecution of complex litigation and who have experience acting as class counsel specifically in wage and hour litigation. Typicality 52.! The claims asserted by the Named Plaintiffs are typical of the class members they seek to represent. The Named Plaintiffs have the same interest and suffer from the same injuries as the class members. 54.! The numerous common questions of law and fact set forth in the commonality discussion above predominate over individual questions because Defendants’ alleged underlying activities and impact of their policies and practices affected class members in the same manner. All class members sustained similar losses, injuries, and damages arising out of the same unlawful policies, practices and procedures. 55.! A class action is superior to other available means for the fair and efficient adjudication of this controversy because the individual joinder of the parties is impracticable. Class action treatment will allow a large number of similarly-situated persons to prosecute their common claims in a single forum simultaneously, efficiently and without the unnecessary duplication of effort and expenses if these claims were brought individually. Moreover, as the damages suffered by each class member may be relatively small, the expenses and burden of individual litigation would make it difficult for plaintiffs to bring individual claims. The presentation of separate actions by individual class members could create a risk of inconsistent and varying adjudications, establish incompatible standards of conduct for Defendants and/or substantially impair or impede the ability of class members to protect their interests. 56.! Plaintiffs repeat and reallege all the allegations in the above paragraphs. 57.! At all times relevant to this action, Plaintiffs were employed by Defendants within the meaning of the FLSA, specifically 29 U.S.C. § 203. 58.! At all times relevant to this action, Plaintiffs were engaged in commerce or the production of goods for commerce, or were employed by an enterprise engaged in commerce or in the production of goods for commerce within the meaning of the FLSA. 59.! Defendants failed to pay Plaintiffs the applicable minimum hourly wage, in violation of 29 U.S.C. §206(a). As a result of Defendants’ unlawful practices, Plaintiffs suffered a loss of wages. 60.! Defendants were not entitled to reduce the minimum wage by applying the tip credit allowance that is available under the FLSA, 29 U.S.C. § 203(m), and supporting federal regulations, including but not limited to 29 C.F.R. § 531.50 et seq., because Defendants did not inform Plaintiffs of these provisions and did not permit Plaintiffs to retain all tips they received, in violation of the FLSA, 29 U.S.C. § 203(m). 61.! Upon information and belief, Defendants unlawfully retained portions of the tips received by Plaintiffs in violation of the FLSA, 29 U.S.C. § 203(m), and supporting regulations. 62.! Throughout the limitations period covered by these claims, Defendants knowingly failed to pay Plaintiffs the applicable minimum wage for each hour worked. 63.! Defendants’ failure to pay Plaintiffs the minimum wage was willful within the meaning of the FLSA. 65.! Plaintiffs repeat and reallege all the allegations in the above paragraphs. 66.! At all times relevant to this action, Plaintiffs were employed by Defendants within the meaning of New York Labor Law §§2 and 651. 67.! Defendants willfully failed to pay Plaintiffs at the applicable minimum hourly wage, in violation of the New York Minimum Wage Act, specifically New York Labor Law §652. As a result of Defendants’ unlawful practices, Plaintiffs suffered a loss of wages. 68.! Due to Defendants’ New York Labor Law violations, Plaintiffs are entitled to recover from Defendants, jointly and severally, their unpaid minimum wages, liquidated damages, as well as reasonable attorneys' fees and costs of the action, including interest. 69.! Plaintiffs repeat and reallege all the allegations in the above paragraphs. 70.! At all times relevant to this action, Plaintiffs were employed by Defendants within the meaning of the FLSA, specifically 29 U.S.C. § 203. 72.! Defendants willfully failed to pay Plaintiffs overtime wages for hours worked in excess of forty per week at a wage rate of 1.5 times the minimum wage, the minimum regular rate of pay to which plaintiffs were entitled under 29 U.S.C. § 206(a), in violation of 29 U.S.C. § 207(a)(1). As a result of Defendants’ unlawful practices, Plaintiffs suffered a loss of wages. 73.! Due to Defendants’ FLSA violations, Plaintiffs are entitled to recover from Defendants their unpaid overtime wages and an equal amount in the form of liquidated damages, as well as reasonable attorneys' fees and costs of the action, including interest, pursuant to the Fair Labor Standards Act, specifically 29 U.S.C. § 216(b). 74.! Plaintiffs repeat and reallege all the allegations in the above paragraphs. 75.! At all times relevant to this action, Plaintiffs were employed by Defendants within the meaning of New York Labor Law §§ 2 and 651. 76.! During many, if not all, weeks in which Plaintiffs were employed by the Defendants, the Plaintiffs worked in excess of forty (40) hours per week, but were not compensated for their overtime hours. 78.! Due to Defendants’ New York Labor Law violations, Plaintiffs are entitled to recover from Defendants, their unpaid overtime wages, liquidated damaes, as well as reasonable attorneys' fees and costs of the action, including interest. 79.! Plaintiffs repeat and reallege all the allegations in the above paragraphs. 80. At all times relevant to this action, Plaintiffs were employed by Defendants within the meaning of the FLSA, specifically 29 U.S.C. § 203. 81. Defendants controlled the tip collection and distribution process in violation of New York Labor Law § 196-d. 82. Defendants unlawfully demanded or accepted part of the gratuities received by and/or intended for Plaintiffs in violation of New York Labor Law § 196-d and supporting regulations. 83. As a direct and proximate result of Defendants’ unlawful conduct, Plaintiffs have suffered and will continue to suffer lost wages and other damages. 84. As a result of Defendants’ violation of New York Labor Law, Plaintiffs are entitled to recover their unpaid wages, prejudgment interest, liquidated damages and reasonable attorneys’ fees and costs of this action. Illegal Deductions From Gratuities Under New York Labor Law Minimum Wages Under New York Labor Law Overtime Wages Under New York Labor Law Overtime Wages Under the Fair Labor Standards Act

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13. Plaintiff brings claims, pursuant to the Federal Rules of Civil Procedure (hereinafter “FRCP”) Rule 23, individually and on behalf of the following consumer class (the “Class”): All consumers with an address in the state of New Jersey who received a collection letter from the Defendant attempting to collect a debt or alleged debt owed to Preventive Healthcare Assoc, that charged a collection charge amount not authorized by the agreement creating the debt or permitted by law. 14. The Class period begins one year to the filing of this Action. 16. Plaintiff repeats, reiterates and incorporates the allegations contained in paragraphs above herein with the same force and effect as if the same were set forth at length herein. 17. Some time prior to September 29, 2015, an obligation was allegedly incurred to Preventive Healthcare Assoc. (“PHA”) 18. The PHA obligation arose out of a transaction in which money, property, insurance or services, which are the subject of the transaction, are primarily for personal, family or household purposes. 19. The alleged PHA obligation is a "debt" as defined by 15 U.S.C.§ 1692a(5). 20. PHA is a "creditor" as defined by 15 U.S.C.§ 1692a(4). 21. Defendant contends that the PHA debt is past due. 23. PHA hired the Defendant to collect on the alleged debt. 24. On or about September 29, 2015, the Defendant caused to be delivered to the Plaintiff a collection letter in an attempt to collect the alleged AT&T debt. See Exhibit A. 25. The September 29, 2015 letter was sent or caused to be sent by persons employed by Defendant as a “debt collector” as defined by 15 U.S.C. §1692a(6). 26. The September 29, 2015 letter is a “communication” as defined by 15 U.S.C. §1692a(2). 27. The front portion of the letter states: 28. Upon information and belief, there is no legal or contractual right for Defendant to charge a collection costs. 29. By falsely representing a collection charge fee, to which the Defendant is not entitled to, Defendant caused the Plaintiff a real risk of harm. 30. Plaintiff repeats, reiterates and incorporates the allegations contained in paragraphs above herein with the same force and effect as if the same were set forth at length herein. 32. Pursuant to 15 U.S.C. § 1692e, a debt collector may not use any false, misleading and/or deceptive means to collect or attempt to collect any debt or to obtain information concerning a consumer. 33. The Defendants violated said section by falsely representing the amount of the debt in violation of 15 U.S.C. §1692e(2)(A). 34. By reason thereof, Defendant is liable to Plaintiff for judgment that Defendant's conduct violated Section 1692e et seq. of the FDCPA, actual damages, statutory damages, costs and attorneys’ fees. 35. Plaintiff repeats, reiterates and incorporates the allegations contained in paragraphs above herein with the same force and effect as if the same were set forth at length herein. 36. Defendant’s debt collection efforts attempted and/or directed towards the Plaintiff violated 15 U.S.C. § 1692(f) of the FDCPA. 37. Pursuant to 15 U.S.C. § 1692(f)1, a debt collector may not use unfair or unconscionable means to collect or attempt to collect any debt. Without limiting the general application of the foregoing, the following conduct is a violation of this section: (1) The collection of any amount (including interest, fee, charge or expense incidental to the principal obligation) unless such amount is expressly authorized by the agreement creating the debt or permitted by law. 39. By reason thereof, Defendant is liable to Plaintiff for judgment that Defendant's conduct violated Section 1692f et seq. of the FDCPA, actual damages, statutory damages, costs and attorneys’ fees. Creditor: Preventive Healthcare Assoc Principal Due: $326.83 Account No.: XXXX1803 Collection Charge Due: $55.00 I.C. System Reference No.:XXXXX64-1-39 BALANCE DUE: $382.39 $0.00 had been Paid Since Placement VIOLATIONS OF THE FAIR DEBT COLLECTION PRACTICES ACT 15 U.S.C. §1692e et seq. VIOLATIONS OF THE FAIR DEBT COLLECTION PRACTICES ACT 15 U.S.C. §1692f et seq.

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(Violation of 47 U.S.C. § 227, et seq. – Telephone Consumer Protection Act) (on behalf of Plaintiff and the Class) 31. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 32. In an effort to obtain clients, Casting360 made unsolicited and unwanted text message calls to Plaintiff and the Class's cellular telephones without their prior express consent. 33. Casting360 sent the promotional text messages to Plaintiff and the Class's cellular telephone numbers using equipment that had the capacity to store or produce telephone numbers to be called using a random or sequential number generator, and/or receive and store lists of phone numbers, and to dial such numbers en masse. 34. Casting360 utilized equipment that sent the promotional text messages to Plaintiff and other members of the putative Class simultaneously and without human intervention. 35. By sending the promotional text messages to Plaintiffs and members of the Class's cellular telephones without prior express consent, and by utilizing an ATDS, Casting360 violated 47 U.S.C. § 227(b)(I)(A)(iii). 36. As a result of Casting360's unlawful conduct, Plaintiff and the members of the putative Class suffered actual damages and have also had their rights to privacy adversely impacted. Plaintiff and the Class are therefore entitled to, among other things, a minimum of $500 in statutory damages for each such violation under 47 U.S.C. § 227(b)(3)(B).

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24. Defendant’s text message was transmitted to Plaintiff’s cellular telephone, and within the time frame relevant to this action. 25. Defendant’s text message constitutes telemarketing because they encouraged the future purchase or investment in property, goods, or services, i.e., selling Plaintiff anti-aging services. 26. The information contained in the text message advertises that Defendant is “…increasing prices this Monday. Call 561-935-9233 to secure our lowest price.” This message is intended to promote Defendant’s business. 28. At no point in time did Plaintiff provide Defendant with her express written consent to be contacted using an ATDS. 29. Plaintiff is the subscriber and sole user of the 1212 Number, and is financially responsible for phone service to the 1212 Number. 31. The text messages originated from telephone number 713-636-5285, a number which upon information and belief is owned and operated by Defendant. 32. The number used by Defendant (713-636-5285) is known as a “long code,” a standard 10-digit phone number that enabled Defendant to send SMS text messages en masse, while deceiving recipients into believing that the message was personalized and sent from a telephone number operated by an individual. 33. Long codes work as follows: Private companies known as SMS gateway providers have contractual arrangements with mobile carriers to transmit two-way SMS traffic. These SMS gateway providers send and receive SMS traffic to and from the mobile phone networks' SMS centers, which are responsible for relaying those messages to the intended mobile phone. This allows for the transmission of a large number of SMS messages to and from a long code. 34. Specifically, upon information and belief, Defendant utilized a combination of hardware and software systems to send the text messages at issue in this case. The systems utilized by Defendant have the capacity to store telephone numbers using a random or sequential generator, and to dial such numbers, and to dial numbers from a list without human intervention. 35. Defendant’s unsolicited text messages caused Plaintiff actual harm, including invasion of her privacy, aggravation, annoyance, intrusion on seclusion, trespass, and conversion. Defendant’s text messages also inconvenienced Plaintiff and caused disruption to her daily life. 36. Plaintiff brings this case as a class action pursuant to Fed. R. Civ. P. 23, on behalf of himself and all others similarly situated. 37. Plaintiff brings this case on behalf of a Class defined as follows: All persons within the United States who, within the four years prior to the filing of this Complaint, were sent a text message, from Defendant or anyone on Defendant’s behalf, to said person’s cellular telephone number, advertising Defendant’s services, without the recipients’ prior express written consent. 38. Defendant and its employees or agents are excluded from the Class. Plaintiff does not know the number of members in the Class, but believes the Class members number in the several thousands, if not more. 42. The common questions in this case are capable of having common answers. If Plaintiff’s claim that Defendant routinely transmits text messages to telephone numbers assigned to cellular telephone services is accurate, Plaintiff and the Class members will have identical claims capable of being efficiently adjudicated and administered in this case. 47. Plaintiff re-alleges and incorporates the foregoing allegations as if fully set forth herein. 48. It is a violation of the TCPA to make “any call (other than a call made for emergency purposes or made with the prior express consent of the called party) using any automatic telephone dialing system … to any telephone number assigned to a … cellular telephone service ….” 47 U.S.C. § 227(b)(1)(A)(iii). 49. Defendant – or third parties directed by Defendant – used equipment having the capacity to dial numbers without human intervention to make non-emergency telephone calls to the cellular telephones of Plaintiff and the other members of the Class defined below. 50. These calls were made without regard to whether or not Defendant had first obtained express permission from the called party to make such calls. In fact, Defendant did not have prior express consent to call the cell phones of Plaintiff and the other members of the putative Class when its calls were made. 52. Defendant knew that it did not have prior express consent to make these calls, and knew or should have known that it was using equipment that at constituted an automatic telephone dialing system. The violations were therefore willful or knowing. 53. As a result of Defendant’s conduct and pursuant to § 227(b)(3) of the TCPA, Plaintiff and the other members of the putative Class were harmed and are each entitled to a minimum of $500.00 in damages for each violation. Plaintiff and the class are also entitled to an injunction against future calls. Id. 54. Plaintiff re-allege and incorporate paragraphs 1-46 as if fully set forth herein. 55. At all times relevant, Defendant knew or should have known that its conduct as alleged herein violated the TCPA. 56. Defendant knew that it did not have prior express consent to make these calls, and knew or should have known that its conduct was a violation of the TCPA. 57. Because Defendant knew or should have known that Plaintiff and Class Members had not given prior express consent to receive its autodialed calls, the Court should treble the amount of statutory damages available to Plaintiff and the other members of the putative Class pursuant to § 227(b)(3) of the TCPA. Knowing and/or Willful Violation of the TCPA, 47 U.S.C. § 227(b) (On Behalf of Plaintiff and the Class) Violations of the TCPA, 47 U.S.C. § 227(b) (On Behalf of Plaintiff and the Class)

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15. While Defendant uniformly communicates to consumers that the Products can repair damaged hair, building this claim into the very name of its product line (“Repair”), the truth is that damaged hair cannot be repaired. Hairmomentum.com, a website dedicated to providing science-based hair care information, explains why: Hair unlike skin does not have any cells to regenerate and repair. Hair grows from hair follicles on the scalp. These hair follicles behave like small organs, composed of tissues, blood cells, and glands among other essential components (see image). Because these hair follicles are alive, they keep producing new hair, pushing out old hair through the shedding process (Telogen phase). But hair on the other hand is mainly Keratin, Protein fibers. Once the fibers are broken, they cannot fix themselves, and there is no ‘ointment’ available like for skin to help them recover.1 Many of these products have been specially formulated with polymers (many of them are protein based) such as hydrolyzed wheat protein, designed to fill the gaps in the hair temporarily. Imagine a cracked surface and putting in some putty just to fill those gaps. The end result: a smooth surface, that feels repaired and that looks nicer than it was before.2 18. This consensus is also confirmed by individuals with scientific or medical credentials. The Natural Haven, a blog maintained by a Ph.D. in materials science, states that “[t]he only remedy for damaged hair is to cut off the damage and let the hair regrow.”9 Dr. Zoe D. Draelos, M.D. explains: “One of the most common misconceptions about hair is that it is alive, when in fact hair is nonliving and does not heal itself once it is injured. So once the hair is damaged it cannot heal itself except through new hair growth at the scalp.”10 Researcher J. Jachowicz summarizes the scientific research on the subject as follows: Efforts to restore the original properties of hair after mild degradation or to protect undamaged hair against structural weakening have been numerous but largely unsuccessful.11 20. Defendant’s hair repair claims go well beyond the FDCA definition of a cosmetic and promises to “affect the structure or any function of the body of man,” because this would be the only way to actually repair hair. Thus, Defendant cannot argue that the Products can repair hair without also arguing that it is unlawfully marketing a drug as a non-drug cosmetic. 21. Defendant suggests that the Products can repair damaged hair by virtue of the Vitamin E and Ceramide 3 inside it. The Products’ back labels state: Repair: A high-performance blend of vitamin E combined with supercharged ceramide 3, perfected in the salon to infuse dry damaged hair with strength and elasticity while repairing split ends and frizziness adding healthy bounce and shine. Defendant suggests that these two ingredients, Vitamin E and Ceramide 3, are what allow the products to repair hair. However, this is not true because neither of these ingredients have this ability. Even experts who believe that these ingredients often contain benefits do not argue that they can actually repair hair. 23. HowStuffWorks, an award-winning educational website site that seeks to provide its target audience insight into the way many things work, makes a distinction between the natural occurring ceramides within hair and the synthetic ceramides found within hair care product. The article says of pseudo-ceramides: “Pseudo-ceramides are safe and nontoxic, and they work in a similar way to the ceramides your body produces…But while pseudo-ceramides are similar to the naturally occurring ceramides…they’re not exactly the same. Just like natural ceramides, these synthetic lipids retain water in the upper layer of skin and repair dry, chapped skin by replacing lost lipids – but they don’t disperse throughout the skin as natural ceramides do.”15 Though the article makes reference to “skin”, as hair is comprised of keratin and dead skin cells, it would then be reasonable to assume that ceramide works on hair much in the same way it does for skin minus the ability to repair dead skin cells. If the pseudo-ceramide cannot imitate a natural ceramide, it would therefore mean that it cannot restore hair to an exact copy of its original state. Consequently, because these pseudo-ceramides are incapable of properly mimicking natural ceramides as “moisture retaining building blocks”16, it would mean that its potency is only capable of accomplishing something that is weaker in effect than the reparative effect that Defendant suggests. 25. According to Dr. Josh Axe, DNM, a certified doctor of natural medicine, Vitamin E may help to “decrease environmental damage to your hair” and make “your hair look healthier and fresher.”18. But saying that Vitamin E can help decrease damage is not the same as saying that it can repair or restore hair to its original state. Thus, while Vitamin E may help to give the appearance of healthy hair, this benefit does not consist in any kind of “repair” that the Defendant had initially advertised for the Products. 26. Defendant deceptively takes the limited evidence that Vitamin E and Ceramide 3 offer certain modest benefits to hair and without any scientific basis, blows this up into the claim that the Product can repair hair. Defendant’s Deception Misleads, Is Material To, And Is Relied Upon By, Reasonable Consumers 28. Plaintiff relied on, and a reasonable consumer would rely on, Defendant’s deceptive misrepresentation. Consumer product companies intend for consumers to rely upon their representations. These representations are the only source of information consumers can use to make decisions concerning whether to buy and use such products. Consumers lack the ability to test or independently ascertain the efficacy and genuineness of product claims of normal everyday consumer products, especially at the point of sale. Reasonable customers must and do rely on the company to honestly report the nature of a product. 29. A reasonable consumer is deceived by Defendant’s “Repair” misrepresentation because the notion that hair can be repaired is already a widespread misconception. Accordingly, reasonable consumers are likely to believe a company claiming that its products can repair hair. 31. Defendant might argue that a reasonable consumer does not interpret “Repair” as literally as does Plaintiff. It might argue that the term is not intended to suggest that the Products will actually restore hair to its original undamaged state and is rather intended to advertise some lesser, more modest benefit, like strengthening hair, improving its appearance, or preventing future damage. This defense is implausible for several reasons. 32. First, Plaintiff’s understanding of “Repair” is fully in line with ordinary usage. The Merriam-Webster Dictionary defines “repair” as “putting together what is torn or broken” or “to restore to a sound or healthy state.”21 Defendant’s “Repair” misrepresentation is deceptive by this definition, since the Products do not restore hair to the condition it was in prior to being damaged. Nor do the Products “put together what is torn or broken,” because split-ends remain split even after the application of the Products. One would not say that a piece of paper that was torn in two and then taped back together has been “repaired,” and the Products deliver nothing more than this when it comes to hair. 34. Third, Defendant itself undermines this defense when it claims that the Products will “infuse dry damaged hair with strength and elasticity while repairing split ends and frizziness adding healthy bounce and shine.” This claim is made on the labels of the Product. See Exhibit B. The claim that the Products can “heal” and “repair” split-ends and frizziness undercuts any suggestion that “repair” really means something like “strengthen”, because the Defendant’s inclusion of these promised benefits on its labeling would then be rendered redundant. The statement therefore establishes that “repair” means something stronger than “strengthen”. 35. Defendant’s promise that the Product is able to “repair split ends”, as stated on the front label, is also deceptive. Its product suggests that it can “repair split ends” when in fact such a result is impossible as explained by Manufacturer Renpure in ¶ 15. A reasonable consumer, seeking to remedy damaged hair and under the reasonable assumption that the usage of the word repair is used in a literal sense by the Product, is influenced into purchasing it. Defendant promises that something substantial would result from usage of its Product however that promise is merely a part of its deception in seeking to make a profit from a reasonable consumer’s assumption that split ends are capable of being repaired. 37. Plaintiff and the Class suffered economic injury in that Plaintiff and Class Members did not receive the benefit of their bargain as purchasers of the Products, which are represented as capable of repairing hair but could not deliver the benefits advertised by Defendant. 38. Defendant’s choice of the Products’ name—”Repair”—along with the increasing prevalence of repairing claims by hair products generally, see ¶ 15, establishes that a product that is capable of repairing hair has greater value than a product that is incapable of doing so. This is also attested to by the statements of hair care professionals, which reveal the premium value that consumers attach to the ability to repair hair. See ¶¶ 15, 16. These professionals recognize that consumers see hair repair as a way to avoid haircut appointments they would prefer not to make. 39. Given that the value of the Products as it actually functions is less than the value of the Products as warranted by Defendant, Plaintiff MCBRIDE and the Class have been injured in an amount equal to the difference between the two—either the entire purchase price or some other sum, to be determined by expert analysis at trial. 41. Additionally, Plaintiff MCBRIDE paid a price premium for the Product because Defendant’s deceptive misrepresentation allows it to charge a higher price than it would if the claims of its representations were actually truthful. This is confirmed by comparing the price of the Product with the prices of other hair oils available through Walmart.com and Target.com that do not make false and deceptive “Repair” representations: 46. Plaintiff reserves the right to revise the Class definitions based on facts learned in the course of litigating this matter. 47. Numerosity. While the exact number and identities of purchasers of the Products are unknown to Plaintiff at this time, Plaintiff is informed and believes that the Class contains thousands of purchasers who are so numerous that individual joinder of all Class members is impracticable. 49. Typicality. Plaintiff’s claims are typical of those of the Class members because, inter alia, Plaintiff and the other Class members are all injured by the same uniform conduct, as detailed herein, and are subject to Defendant’s hair repair claims that accompany each and every Product that Defendant sells. Plaintiff is advancing the same claims and legal theories on behalf of herself and all members of the Class. 51. Superiority. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy. The damages or other financial detriment suffered by any individual Class member is relatively small compared to the burden and expense that would be entailed by individual litigation of their claims against Defendant. Thus, it would not be economically feasible for an individual class member to prosecute a separate action on an individual basis, and it is desirable for judicial efficiency to concentrate the litigation of the claims in this forum. Furthermore, the adjudication of this controversy through a class action will prevent the potentially inconsistent and conflicting adjudications of the claims asserted herein. There will be no difficulty in the management of this action as a class action. 52. The prerequisites to maintaining a class action for equitable relief pursuant to Rule 23(b)(2) are also met, as Defendant acts or refuses to act on grounds generally applicable to the Class, thereby making appropriate final equitable relief with respect to the Class as a whole. 53. Plaintiff seeks preliminary and permanent equitable relief on behalf of the entire Class, on grounds generally applicable to the entire Class, to prevent Defendant from engaging in the acts described, and requiring Defendant to provide full restitution to Plaintiff and Class members. 55. Plaintiff MCBRIDE realleges and incorporates by reference the allegations contained in all preceding paragraphs of this Complaint and further alleges as follows: 56. Plaintiff MCBRIDE brings this claim on behalf of herself and the other members of the Class for an injunction for violations of New York’s Deceptive Acts or Practices Law 65. Plaintiff MCBRIDE brings this claim individually and on behalf of the Class for violations of NY GBL § 349. 66. Any person who has been injured by reason of any violation of NY GBL § 349 may bring an action in her own name to enjoin such unlawful act or practice, an action to recover her actual damages or fifty dollars, whichever is greater, or both such actions. The court may, in its discretion, increase the award of damages to an amount not to exceed three times the actual damages up to one thousand dollars, if the court finds the Defendants willfully or knowingly violated this section. The court may award reasonable attorney’s fees to a prevailing plaintiff. 67. By the acts and conduct alleged herein, Defendant commits unfair or deceptive acts and practices by promoting the Products as capable of repairing hair, thereby violating NY GBL § 248 and depriving Plaintiff MCBRIDE and the Class of the benefit of their bargain and charging a price premium. 68. The foregoing deceptive acts and practices are directed at consumers. 69. Under the circumstances, Defendant’s conduct in employing these unfair and deceptive trade practices are malicious, willful, wanton and outrageous such as to shock the conscience of the community and warrant the imposition of punitive damages. 71. Plaintiff MCBRIDE realleges and incorporates by reference the allegations contained in all preceding paragraphs and further alleges as follows: 72. Plaintiff MCBRIDE brings this claim individually, as well as on behalf of members of the class, for violations of NY GBL § 350. 73. Defendants have been and/or are engaged in the “conduct of … business, trade or commerce” within the meaning of N.Y. Gen. Bus. Law § 350. 74. New York Gen. Bus. Law § 350 makes unlawful “[f]alse advertising in the conduct of any business, trade or commerce.” False advertising includes “advertising, including labeling, of a commodity … if such advertising is misleading in a material respect,” taking into account “the extent to which the advertising fails to reveal facts material in light of … representations [made] with respect to the commodity …” N.Y. Gen. Bus. Law § 350-a(1). 75. Defendant caused to be made or disseminated throughout New York, through advertising, marketing and other publications, statements that were untrue or misleading. 77. Defendant violates N.Y. Gen. Bus. Law § 350 because its “Repair” misrepresentation was material and likely to deceive a reasonable consumer. 78. Plaintiff MCBRIDE and members of the Class have suffered an injury, including the loss of money or property, as a result of Defendant’s false and misleading advertising. In purchasing the Products, Plaintiff and members of the Class relied on the misrepresentation that the Products repaired hair. This misrepresentation is false and/or misleading because hair cannot be repaired. 79. Plaintiff MCBRIDE and members of the Class have suffered an injury, including the loss of money or property, as a result of Defendant’s false and misleading advertising. 80. Pursuant to N.Y. Gen. Bus. Law § 350-e, Plaintiff MCBRIDE and members of the Class seek monetary damages (including actual damages and minimum, punitive, or treble and/or statutory damages pursuant to GBL § 350-a (1)), injunctive relief, restitution and disgorgement of all monies obtained by means of Defendant’s unlawful conduct, interest, and attorneys' fees and costs. 81. Plaintiff MCBRIDE realleges and incorporates herein by reference the allegations contained in all preceding paragraphs, and further alleges as follows: 83. Plaintiff and members of the Class reasonably relied on Defendant’s false and misleading representations and did not know the truth that the Products cannot repair damaged hair. Defendants knew and intended that Plaintiff and the Class would rely on its misrepresentations. 84. Plaintiff and members of the Class have been injured as a result of Defendant’s fraudulent conduct. 85. Defendant is liable to Plaintiff and members of the Class for damages sustained as a result of its fraudulent conduct. COMMON LAW FRAUD (brought on behalf of the Nationwide Class in conjunction with substantively similar consumer protection laws of other states and the District of Columbia to the extent New York law does not reach the claims of out-of-state Class members or, alternatively, on behalf of the New York Class) DAMAGES FOR VIOLATIONS OF NEW YORK GENERAL BUSINESS LAW § 350 (FALSE ADVERTISING LAW) (brought on behalf of the Nationwide Class in conjunction with substantively similar consumer protection laws of other states and the District of Columbia to the extent New York law does not reach the claims of out-of-state Class members or, alternatively, on behalf of the New York Class) DAMAGES FOR VIOLATIONS OF NEW YORK GENERAL BUSINESS LAW § 349 (DECEPTIVE AND UNFAIR TRADE PRACTICES ACT) (brought on behalf of the Nationwide Class in conjunction with substantively similar consumer protection laws of other states and the District of Columbia to the extent New York law does not reach the claims of out-of-state Class members or, alternatively, on behalf of the New York Class) Defendant’s “Repair” Claims Are False Because Hair Cannot Be Repaired INJUNCTION FOR VIOLATIONS OF NEW YORK GENERAL BUSINESS LAW § 349 (DECEPTIVE AND UNFAIR TRADE PRACTICES ACT) (brought on behalf of the Nationwide Class in conjunction with substantively similar consumer protection laws of other states and the District of Columbia to the extent New York law does not reach the claims of out-of-state Class members or, alternatively, on behalf of the New York Class)

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14. Defendant owns, manages and/or operates the Hotel. 15. As part of its operations, Defendant provides its customers and the public reservations services, including, but not limited to, the ability to reserve rooms online via the Website. 16. Within the applicable limitations period, Plaintiff visited the Website to identify the accessible features of the Hotel and its guest rooms to determine whether it met her accessibility needs. 17. Plaintiff was unable to independently ascertain the accessible features of the Hotel and its guest rooms by reference to the Website as required by the ADA. 42 U.S.C. § 12182 et seq. and 28 C.F.R. § 36.302(e)(1) et seq. (“ADA Accessibility Standards”). 18. An investigation performed on Plaintiff’s behalf confirmed the allegations made by Plaintiff in paragraphs 16 through 17. 19. The barriers to access on the Website, all encountered by Plaintiff, include but are not limited to, the following: a) The Website fails to disclose the physical barriers to access identified in the preceding section. These physical access barriers represent material elements of the Hotel that do not comply with applicable ADA Standards. Defendant’s failure to identify them prevents Plaintiff and other individuals with disabilities from independently determining if the Hotel meets his or her accessibility needs. 5 b) On the homepage of www.redlion.com/americas-best-value-inn/oh/brook- park/americas-best-value-inn-cleveland-airport, there is a general description of the Hotel's location and features; however, none of the information provided relates to accessibility as required by ADA accessibility standards. c) There is a link labeled “Contact” which provides information on how to contact the Hotel; however, none of the information provided relates to accessibility as required by ADA accessibility standards. d) There is a link labeled “Details” which provides a description and a list of features the Hotel offers. One of the features is labeled as “Handicap Accessible”; however, this item lacks specificity and does not provide sufficient detail for Plaintiff to determine whether the Subject Property will meet her accessibility needs as required by ADA accessibility standards. e) There is a link labeled “Hotel Amenities” which lists the various amenities the Hotel offers. One of the amenities is “Accessibility Features.” However, because no accessibility features are identified, the information lacks specificity and is insufficient for Plaintiff to determine if it meets her accessibility needs as required by ADA accessibility standards. f) On information and belief, amenities or features designated as accessible by Defendant are not included in the inventory of amenities searchable via the Website and it’s reservation systems in violations of ADA accessibility standards. 6 g) There is a link labeled “Room Types” which offers photos, a description, and a “Select This Room” link for each of the Hotel's three room options; however, none of the information provided relates to accessibility as required by ADA accessibility standards. h) Remaining links from the homepage do not contain information regarding accessibility as required by ADA accessibility standards. i) When attempting to make a reservation, Plaintiff was unable to book a room because she was unable to find any information or room option pertaining to accessibility as required by ADA accessibility standards. 20. Defendant’s failure to modify its policies, practices and procedures to ensure that individuals with disabilities can make reservations for accessible guest rooms during the same hours and in the same manner as individuals who do not need accessible rooms is discriminatory and violates ADA Accessibility Standards. 21. Plaintiff is a tester in this litigation and a consumer who wishes to access Defendant’s good and services at the Hotel. Plaintiff is being deterred from patronizing the Hotel on particular occasions but intends to return to the Hotel and the Website for the dual purpose of availing herself of the goods and services offered to the public by the Hotel and to ensure that Defendant ceases evading its responsibilities under federal law. 22. However, the lack of accessible reservations services has deterred Plaintiff from staying at the Hotel. 23. Plaintiff has been, and in the absence of an injunction will continue to be, injured by Defendant’s policy and practice of failing to provide accessible reservations services to persons with disabilities. 7 24. Plaintiff brings this action under Rule 23(a) and (b)(2) of the federal rules of civil procedure and on behalf of herself and the following class: “All individuals with disabilities who have been, or in the future will be, denied the full and equal enjoyment of reservations services offered to guests at the Hotel because of the lack of accessible reservations services through the Website.” 25. Numerosity: The class described above is so numerous that joinder of all individual members in one action would be impracticable. The disposition of the individual claims of the respective class members through this class action will benefit both the parties and the Court and will facilitate judicial economy. 26. Typicality: Plaintiff’s claims are typical of the claims of the members of the class. The claims of Plaintiff and members of the class are based on the same legal theories and arise from the same unlawful conduct. 27. Common Questions of Fact and Law: There is a well-defined community of interest and common questions of fact and law affecting members of the class in that they all have been and/or are being denied their civil rights to full and equal access to, and use and enjoyment of, Defendant’s goods, services and facilities due to the policies and practices described above. 28. Adequacy of Representation: Plaintiff is an adequate representative of the class because her interests do not conflict with the interests of the members of the class. Plaintiff will fairly, adequately, and vigorously represent and protect the interests of the members of the class and has no interests antagonistic to the members of the class. Plaintiff has retained counsel who are competent and experienced in the prosecution of class action 8 litigation, generally, and who possess specific expertise in the context of litigation under the ADA. 29. Class certification is appropriate pursuant to Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the class as a whole. 30. Plaintiff incorporates by reference the allegations stated in paragraphs “1” through “23” of this complaint as if fully stated herein. 31. Plaintiff brings this claim individually and on behalf of the class. 32. Plaintiff is an individual with a disability under the ADA. 42 U.S.C. § 12102(1)(A). 33. Defendant, a hospitality business, is public accommodation under the ADA. 42 Violations of 42 U.S.C. §§ 12181, et seq.

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2.1 guidelines; c. Regularly test user accessibility by blind or vision-impaired persons to ensure that Defendant’s Website complies under the WCAG 2.1 guidelines; and, d. Develop an accessibility policy that is clearly disclosed on Defendant’s Websites, with contact information for users to report accessibility-related problems. 22. Defendant is a cold weather clothing company. Defendant is an online retailer of base layers for men, women and children. Defendant owns, operates, manages and controls the website, www.cuddlduds.com (its “Website”), which is a cold weather apparel retailer. The Website offers features which should allow all consumers to access the goods and services and which Defendant ensures the delivery of such goods throughout the United States, including New York State. 24. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff and other blind or visually-impaired users access to its Website, thereby denying the facilities and services that are offered and integrated with its retail operations. Due to its failure and refusal to remove access barriers to its Website, Plaintiff and visually-impaired persons have been and are still being denied equal access to Defendant’s retail operations and the numerous facilities, goods, services, and benefits offered to the public through its Website. 25. Defendant’s Website is a commercial marketplace without any physical location. Thus, Defendant’s Website is the main point of sale for its business operation. 26. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff has visited the Website on separate occasions using a screen-reader. 28. Many features on the Website lacks alt. text, which is the invisible code embedded beneath a graphical image. As a result, Plaintiff was unable to differentiate what products were on the screen due to the failure of the Website to adequately describe its content. 29. Many features on the Website also fail to add a label element or title attribute for each field. This is a problem for the visually impaired because the screen reader fails to communicate the purpose of the page element. It also leads to the user not being able to understand what he or she is expected to insert into the subject field. This was an issue on Defendant’s Website particularly in the select style section. As a result, Plaintiff and similarly situated visually impaired users of Defendant’s Website are unable to enjoy the privileges and benefits of the Website equally to sighted users. 30. Plaintiff has made multiple attempts to complete a purchase on www.cuddlduds.com, most recently in March of 2020, but was unable to do so independently because of the many access barriers on Defendant’s website. These access barriers have caused www.cuddlduds.com to be inaccessible to, and not independently usable by, blind and visually-impaired persons. 32. These access barriers effectively denied Plaintiff the ability to use and enjoy Defendant’s website the same way sighted individuals do. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from accessing the Website. 33. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, products, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from visiting the Website, presently and in the future. 34. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 35. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 37. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 38. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 40. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 41. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 42. Defendant has, upon information and belief, invested substantial sums in developing and maintaining its Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making its Website equally accessible to visually impaired customers. 44. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 45. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYCHRL. 46. Plaintiff’s claims are typical of the Class. The Class, similarly, to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 48. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 49. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 50. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 51. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 53. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 54. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 55. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 57. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 58. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 59. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 60. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 61. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 63. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 64. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 65. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 67. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 68. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 69. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 70. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 71. Plaintiff, on behalf of himself and the Class and New York City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 73. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYCHRL

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22. The ARG was founded in 1964 and is America’s first nationally franchised sandwich restaurant. ARG’s restaurant system consists of over 3,300 restaurants worldwide. In 2016, ARG produced system-wide sales of more than $3.6 billion.5 A large majority of these sales at ARG locations are made to customers using credit or debit cards. 23. When ARG customers pay using credit or debit cards, ARG collects Customer Data related to those cards including the cardholder name, the account number, expiration date, card verification value (CVV), and PIN data for debit cards. ARG stores the Customer Data in its POS system and transmits this information to a third party for completion of the payment. 25. Stolen Customer Data is a valuable commodity. A “cyber black- market” exists in which criminals openly post stolen payment card numbers, social security numbers, and other personal information on a number of underground Internet websites. The Customer Data is “as good as gold” to identity thieves because they can use victims’ personal data to open new financial accounts and take out loans in another person’s name, incur charges on existing accounts, or clone ATM, debit, or credit cards. 26. As the FTC recognizes, once identity thieves have personal information, “they can drain your bank account, run up your credit cards, open new utility accounts, or get medical treatment on your health insurance.”6 27. Furthermore, identity thieves may commit various types of government fraud such as: immigration fraud; obtaining a driver’s license or identification card in the victim’s name but with another’s picture; using the victim’s information to obtain government benefits; or filing a fraudulent tax return using the victim’s information to obtain a fraudulent refund. Some of this activity may not come to light for years. 29. At all relevant times, ARG was well-aware, or reasonably should have been aware, that hackers had been targeting the payment card data of major U.S. retailers, including national restaurant chains, for many years. Indeed, in the years leading up to the ARG breach, retailer such as Home Depot and Target and restaurant chains including P.F. Chang’s, Wendy’s, Dairy Queen, and Noodles & Company were subject to well-publicized data breaches. In a number of these breaches, hackers were able to install data-stealing malware on the restaurants’ POS systems. 30. Due to the extensive network of financial institutions involved in credit and debit transactions and the large volume of daily transactions, financial institutions and credit card processing companies have issued rules and standards governing the basic protective measures that merchants must take to ensure that a customer’s valuable Customer Data is safeguarded. 31. Furthermore, the requirements of industry standards, the FTC Act, and other authorities imposed a duty on ARG to use adequate care to protect its customers’ sensitive Customer Data: 35. As early as 2009, the predecessor entity of Defendant was well-aware of the risks of a data breach: We rely on computer systems and information technology to run our business. Any material failure, interruption or security breach of our computer systems or information technology may adversely affect the operation of our business and results of operations. We are significantly dependent upon our computer systems and information technology to properly conduct our business. A failure or interruption of computer systems or information technology could result in the loss of data, business interruptions or delays in business operations. Also, despite our considerable efforts and technological resources to secure our computer systems and information technology, security breaches, such as unauthorized access and computer viruses, may occur resulting in system disruptions, shutdowns or unauthorized disclosure of confidential information. Any security breach of our computer systems or information technology may result in adverse publicity, loss of sales and profits, penalties or loss resulting from misappropriation of information. Wendy’s/Arby’s Restaurants, LLC, Prospectus (Nov. 9, 2009) 37. In or around October 20, 2016, hackers installed malicious malware to access POS systems at approximately 1,000 ARG corporate-owned restaurant locations nationwide, allowing the thieves to download and steal copies of ARG customers’ Customer Data. 38. ARG estimates that the breach occurred between October 20, 2016 and January 12, 2017.12 39. PSCU, an organization that handles 800 credit unions, was the first to report the breach, reporting that both Track 1 and Track 2 data may have been compromised in the ARG data breach. Track 1 and Track 2 data normally includes credit and debit card information such as the cardholder name, primary account number, expiration date, and, in certain instances, PIN number. The PSCU alert also indicated that at least 355,000 credit and debit cards were compromised.13 41. In addition to ARG’s failure to prevent the data breach, ARG also failed to detect the breach for nearly three months, and only learned of it after “industry partners” notified ARG of the breach in mid-January.14 42. The breach occurred because ARG failed to implement adequate data security measures to protect its POS network from the potential danger of a data breach, and failed to implement and maintain adequate systems to detect and prevent the breach and resulting harm that it has caused. 43. Had ARG implemented and maintained adequate safeguards to protect the Customer Data, deter the hackers, and detect the data breach within a reasonable amount of time, it is more likely than not that the breach would have been prevented. 44. In permitting the data breach to occur, ARG breached its implied agreement with customers to protect their personal and financial information and violated industry standards. 57. Plaintiffs seek relief on behalf of themselves and as representatives of all others who are similarly situated. Pursuant to Fed. R. Civ. P. 23(a), (b)(2), and (b)(3), Plaintiffs seek to certify a class of all persons residing in the United States who made a credit or debit card purchase at any ARG affected location from October 20, 2016 through January 12, 2017 (the “Nationwide Class”). 58. Plaintiffs also seek to certify a class of all persons residing in the Connecticut who made a credit or debit card purchase at any ARG affected location from October 20, 2016 through January 12, 2017 (the “Connecticut Subclass”). 59. The Nationwide Class and Connecticut Subclass are individually referred to as “Class” and collectively referred to as the “Classes.” 61. Plaintiffs hereby reserve the right to amend or modify the class definitions with greater specificity or division after having had an opportunity to conduct discovery. 62. Plaintiffs are members of both Classes. 63. Each of the proposed Classes meet the criteria for certification under Federal Rule of Civil Procedure 23(a), (b)(2), and (b)(3): 64. Numerosity. The proposed Classes include at least 355,000 customers whose data was compromised in the ARG data breach. While the precise number of Class members has not yet been determined, the massive size of the ARG data breach indicates that joinder of each member would be impracticable. 66. Typicality. Plaintiffs’ claims are typical of the claims of the Classes. Plaintiffs and Class members were injured through ARG’s uniform misconduct and their legal claims arise from the same core practices employed or omitted by 71. Plaintiffs restate and reallege Paragraphs 1 through 70 as if fully set forth herein. 72. Plaintiffs and Connecticut Subclass members are consumers who used their credit or debit cards to purchase food and drink products from ARG. 73. ARG engages in in transactions intended to result, and which did result, in the sale of goods or services to consumers, including Plaintiffs and Connecticut Subclass members. 74. ARG is engaged in, and its acts and omissions affect, trade and commerce. ARG acts, practices, and omissions were done in the course of ARG’s business of marketing, offering for sale, and selling goods and services throughout Connecticut. 76. ARG knew or should have known that its computer systems and data security practices were inadequate to safeguard the Customer Data of Plaintiffs and Connecticut Subclass members, deter hackers, and detect a breach within a reasonable time, and that the risk of a data breach was highly likely. 77. By engaging in such Deceptive Trade Practices, ARG has violated the 83. Plaintiffs restate and reallege Paragraphs 1 through 70 as if fully set forth herein. 84. ARG solicited and invited Plaintiffs and Class members to eat at its restaurants and make purchases using their credit or debit cards. Plaintiffs and Class members accepted ARG offers and used their credit or debit cards to make purchases at ARG restaurants from October 20, 2016 through January 12, 2017. 86. Plaintiffs and Class members would not have provided and entrusted their Customer Data with ARG in the absence of the implied contract between them and ARG. 87. Plaintiffs and Class members fully performed their obligations under the implied contracts with ARG. 88. ARG breached the implied contracts it made with Plaintiffs and Class members by failing to safeguard and protect the Customer Data of Plaintiffs and Class members and by failing to timely detect the data breach within a reasonable time. 89. As a direct and proximate result of ARG’s breaches of the implied contracts between ARG and Plaintiffs and Class members, Plaintiffs and Class members sustained actual losses and damages as described in detail above and deserve to recoup those losses and damages. 90. Plaintiffs restate and reallege Paragraphs 1 through 70 as if fully set forth herein. 92. Furthermore, the law imposes an affirmative duty on ARG to timely detect unauthorized access and theft of the Customer Data. 93. ARG breached the duties it owed to Plaintiffs and Class members in numerous ways, including: a. by creating a foreseeable risk of harm through the misconduct previously described; b. by failing to implement adequate security systems, protocols and practices sufficient to protect the Customer Data both before and after learning of the data breach; c. by failing to comply with the minimum industry data security standards, including the PCI-DSS, during the period of the data breach; and d. by failing to timely detect the data breach; 95. Neither Plaintiffs nor the other Class members contributed to the data breach and subsequent misuse of their Customer Data as described in this Complaint. 96. But for ARG’s wrongful and negligent breach of the duties it owed Plaintiffs and Class members, their Customer Data either would not have been compromised or they would have been able to prevent some or all of their damages. 97. As a direct and proximate cause of ARG’s negligent conduct, Plaintiffs and the Class suffered damages including, but not limited to those stated in Paragraphs 50-51. Moreover, the nature of other forms of economic damage and injury may take years to detect, and the potential scope can only be assessed after a thorough investigation of the facts and events surrounding the theft mentioned above. Accordingly, Plaintiffs and the Class members have suffered injury and will continue to do so, and are entitled to damages in an amount to be proven at trial. Breach of Implied Contract (On Behalf of Plaintiffs and all Classes) I. Background Negligence (On Behalf of Plaintiffs and all Classes)

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1. a statement that the recipient is legally entitled to opt-out of receiving future faxed advertisements – knowing that he or she has the legal right to request an opt- out gives impetus for recipients to make such a request, if desired; 11. On or about April 1, 2016, Defendant transmitted by telephone facsimile machine an unsolicited fax to Plaintiff. A copy of the facsimile is attached hereto as Exhibit A. 12. Atomo Dental profited by and received the benefits of marketing its products and is a responsible party under the JFPA. 13. Defendant created or made Exhibit A, which Defendant knew or should have known advertises Defendant’s goods or products (namely, its dental products) that Defendant intended to and did in fact distribute to Plaintiff and the other members of the class. 14. Exhibits A is part of Defendant’s work or operations to market Defendant’s goods or services which are performed by Defendant and/or on behalf of Defendant. Therefore, Exhibit A constitutes material furnished in connection with Defendant’s work or operations. 15. Plaintiff had not invited or given permission to Defendant to send the Fax and had no prior relationship with Defendant. 16. On information and belief, Defendant faxed the same unsolicited facsimile to Plaintiff and more than 40 other recipients without first receiving the recipients’ express permission or invitation. 17. There is no reasonable means for Plaintiff (or any other class member) to avoid receiving unauthorized faxes. Fax machines are left on and ready to receive the urgent communications their owners desire to receive. 18. Defendant’s facsimile did not display a proper opt-out notice as required by 47 C.F.R. 64.1200 because it did not apprise recipients of their legal right to opt out. 26. Plaintiff and the Plaintiff Class reassert and incorporate herein by reference the averments set for in paragraphs 1-25 above. 27. The JFPA makes unlawful for any person to “use any telephone facsimile machine, computer or other device to send, to a telephone facsimile machine, an unsolicited advertisement …” 47 U.S.C. § 227(b)(1)(C). 28. The JFPA defines “unsolicited advertisement” as “any material advertising the commercial availability or quality of any property, goods, or services which is transmitted to any person without that person's prior express invitation or permission, in writing or otherwise.” 47 U.S.C. § 227 (a) (5). 29. The faxes sent by Defendant advertised Defendant’s dental supplies, were commercial in nature, and are advertisements under the TCPA. 30. Plaintiff and the other class members never gave prior express consent to receive the faxes. 31. Opt-Out Notice Requirements. The JFPA strengthened the prohibitions against the sending of unsolicited advertisements by requiring, in §(b)(1)(C)(iii) of the Act, that senders of faxed advertisements place a clear and conspicuous notice on the first page of the transmission that contains the following among other things (hereinafter collectively the “Opt-Out Notice Requirements”): Claim for Relief for Violation of the JFPA, 47 U.S.C. § 227, et seq.

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17.1.7.9.6; 17.1.7.9.7; and 17.1.8 (Adopted: 1/20/17 effective 8/1/17). 27. Livers brings this action for unpaid minimum wages on his own behalf and on behalf of all recipients of athletic scholarships under Athletic Financial Aid Agreements requiring them to participate in NCAA athletics at private and semi-public NCAA Division I member schools3 at any time within the statute of limitations and through the date of the final judgment, or of resolution of any appeal therefrom (the “Scholarship Athlete Collective”). 28. NCAA bylaws are adopted through a legislative process by member schools, and are uniformly interpreted and applied by member schools to insure a “level playing field” under threat of competition and financial penalties issued by the NCAA for failure to comply. 30. For reasons set forth in Paragraphs 146 through 174, infra, NCAA bylaws that subject all members of the Scholarship Athlete Collective to the same terms and conditions of unpaid labor also establish their joint employment by defendants. 31. By operation and enforcement of NCAA bylaws, all members of the Scholarship Athlete Collective have suffered similar injuries and sustained similar damages. 32. The Scholarship Athlete Collective consists of many similarly situated persons who have not been paid minimum wages by the defendants in violation of the FLSA and who would benefit from the issuance of a court-supervised notice of this action and the opportunity to join. Those similarly situated collective members are known to defendants, are readily identifiable, and can be located through the defendants’ records. Notice should be sent to members of the Scholarship Athlete Collective pursuant to 29 U.S.C. § 216(b). 33. The 20 NCAA Division I member schools named in this Complaint are individually and collectively representative of a defendant class of private and semi-public NCAA Division I member schools that entered/enter into Athletic Financial Aid Agreements with members of the Scholarship Athlete Collective requiring their participation in NCAA athletics. 34. The remaining members of the proposed defendant class are identified in Ex. C incorporated herein as though fully set forth.4 36. The remaining members of the proposed defendant class are numerous – 97 – and geographically dispersed throughout the nation as far North as Vermont, as far South as Florida, as far West as California, and nearly every state in between. Fed. R. Civ. P. 23(a)(1). 37. For reasons set forth in Paragraphs 28 through 31, supra, questions of law and fact are common. Fed. R. Civ. P. 23(a)(2). 38. In Berger v. NCAA et al., No. 1:14-CV-1710 (S.D. Ind. Mar. 18, 2015) filed on behalf of a broader collective including “walk-ons” not on athletic scholarship, the defendants included 115 members of the proposed defendant class here, plus eight members of the Ivy League which do not offer athletic scholarships. The NCAA and 123 member schools mounted a joint defense; one law firm represented the NCAA and 90 member schools, and another law firm represented 30 member schools. 39. For reasons set forth in Paragraphs 28 through 31, and 38, supra, the defenses of the 20 NCAA Division I member schools named in this Complaint are typical of the defenses of the proposed defendant class. Fed. R. Civ. P. 23(a)(3). 40. The NCAA is the association, representative legislative body, and lobby arm of the more than 1,200 NCAA member conferences and schools. 42. For reasons set forth in Paragraphs 28 through 31, 38 and 40 through 41, supra, the NCAA and 20 NCAA Division I member schools named in this Complaint will fairly and adequately protect the interests of the proposed defendant class. Fed. R. Civ. P. 23(a)(4). 44. Livers incorporates by reference the allegations contained in Paragraphs 1 through 43, supra, as though fully set forth. 45. Scholarship Athletes enter into Athletic Financial Aid Agreements that are similar in substance to the NCAA sample form agreement on NCAA.org at https://www.ncaa.org/sites/default/files/FinAidForm_0.pdf, attached hereto as Ex. D, and/or subject to NCAA Division I Bylaws Article 15. Financial Aid. Academic and Athletic Scholarships Are Not Compensation 46. Both academic and athletic scholarships are grants-in-aid designed to assist academically eligible students and/or their families in defraying costs of attendance. 47. If, and to the extent, an academic or athletic scholarship were to “represent[] payment for teaching, research, or other services required as a condition for receiving the scholarship,” the scholarship would be taxable income. See U.S. Department of Treasury, Internal Revenue Service. Tax Benefits for Education. IRS Pub. 970. (2016) Chapter 1. Scholarships, Fellowship Grants, Grants, and Tuition Reductions, at 5, 8. 48. But both academic and athletic scholarships are not taxable income as applied to qualified education expenses required for enrollment and attendance, e.g., tuition and fees, and books. Id. at 4-5. 50. The NCAA and member schools have asserted and/or admitted that an athletic scholarship is not compensation to prepare for and/or participate in NCAA athletics in legal proceedings under the National Labor Relations Act, 29 U.S.C.§§ 151 et seq., (“NLRA”) see, e.g., In re: Northwestern Univ. and College Athletes Players Ass’n, Case No. 13-RC-121359 (NLRB), and under the Sherman and Clayton Antitrust Acts, 15 U.S.C. §§ 1-7, 12-27, see, e.g., In re: NCAA Athletic Grant-in-Aid Cap Antitrust Litig., 4:14-md-02541 (N.D. Cal.). By Comparison to Academic Scholarships, Athletic Scholarships Impose Additional, and Unparalleled, Obligations and Limitations on Scholarship Athletes 51. Both athletic and academic scholarships require recipients to meet and maintain academic eligibility standards. 52. But athletic scholarships impose additional, and unparalleled, obligations and limitations on Scholarship Athletes, including but not limited to those set forth in Paragraphs 53 through 87, and 146 through 174, infra. Scholarship Athletes Are Obligated to Participate in NCAA Athletics That Interfere With, Rather Than Facilitate, Academic Studies 53. An athletic scholarship obligates a Scholarship Athlete to participate in NCAA athletics as directed, and controlled, by coaching and training staff, athletics department personnel, and NCAA compliance officers employed by member schools for the express and full-time purpose of supervising Scholarship Athletes (hereinafter, collectively “NCAA athletics supervisory staff”). 55. The NCAA and member schools admit that “time required of student athletes for participation in intercollegiate athletics [must] be regulated to minimize interference with their opportunities for acquiring a quality education in a manner consistent with that afforded the general student body.” NCAA Division I Constitution Article 2.14. 56. The NCAA and member schools purport to regulate athletic participation to minimize interference with academic studies through NCAA bylaws: (i) limiting class time missed; (ii) limiting hours of athletic activities supervised by coaching staff to 20 hours per week in playing and practice season and 8 hours per week in off-season; and (iii) requiring NCAA athletics supervisory staff to record the hours of athletic participation on timesheets the same as work study supervisors are required to record the hours of student employment. NCAA Division I Bylaws 17.1.7.1; 17.1.7.2; 17.1.7.3.4; 17.1.7.9.1; and 17.1.7.9.2; also see, e.g., U.S. Department of Education, 2017-2018 Federal Student Aid Handbook, 6-43, 6-46, 6-48 (regarding similar work study guidelines to minimize interference with academic studies). 58. Student athlete time commitment findings in the 2015 NCAA GOALS Study are consistent with former Northwestern University quarterback Theodis Kain Colter’s testimony in In re Northwestern Univ. and College Athletes Players Ass’n, Case No. 13-RC-121359, NLRB Transcript, Feb. 18, 2014 (“Colter Test.”) on NLRB.gov at http://apps.nlrb.gov/link/document.aspx/09031d4581603b6a: Everything that we do is scheduled around football, what classes we can take, what major you could really participate in. It’s all depending on football and your schedule …. ***** Due to the time demands, you can’t ever reach your academic potential. You’re merely just surviving. There’s so much time demand towards football and being a great football player that you have to sacrifice one, and we’re not allowed to sacrifice football. So …. See Colter Test. 166:14-170:19. 61. In response to student athlete time commitment findings in the 2015 NCAA GOALS Study, the “Power Five,” i.e., Atlantic Coast, Big 12, Big Ten, Pacific-12 and Southeastern conferences, approved measures during the 2017 NCAA Convention aimed at helping student athletes have more discretionary time starting the 2017-18 academic year, including: (i) requiring annual time management plans for each sport; (ii) prohibiting athletically related activities during a continuous 8 hour period between 9 p.m. and 6 a.m.; and (iii) requiring a 7 day break after a season and 14 more days off during the academic year. Other NCAA Division I member conferences and/or schools can decide individually whether to adopt these proposals. See Michelle Brutlag Hosick, “DI student-athletes to have more time away from sports,” NCAA.org, Jan. 20, 2017; NCAA Division I Bylaws 17.1.7.8; 62. Regarding the student athlete discretionary time measures referenced in Paragraph 61, supra, NCAA Convention attendee and former Oklahoma offensive lineman Ty Darlington remarked: “Coaches need to understand that student-athletes aren’t on call at all times.” Brutlag Hosick, “DI student-athletes to have more time away from sports.” (emphasis supplied) 64. Scholarship Athletes are neither paid for participation in NCAA athletics nor paid for performing the operational activities in the athletics department referenced in Paragraph 63, supra. 65. By contrast to Scholarship Athletes, academic scholarship recipients participating in work study programs are paid on a minimum wage scale for supplementing operational activities in campus departments and offices, libraries, dining halls, facilities and stores. 66. In fact, through work study, academic scholarship recipients can be, and are, paid minimum wages for performing operational activities in the athletics department and/or at NCAA contests, e.g., student ticket takers, seating attendants and food concession workers. 67. Furthermore, because Scholarship Athletes are additionally obligated to participate in arduous and time-consuming NCAA athletics, see, e.g., Paragraphs 52 through 63, supra, Scholarship Athletes do not have “free time,” that academic scholarship recipients have, to apply for, and accept, work study positions in order to earn fungible pay that can be spent on living expenses not covered by academic or athletic scholarships. See Paragraph 48, supra. 69. If a Scholarship Athlete attempts to earn fungible pay that can be spent on living expenses not covered by his/her scholarship, or to obtain a discount on living expenses, by “trading” on his/her athletics reputation, he/she runs afoul of NCAA bylaws prohibiting compensation and faces suspension or termination of eligibility. See, e.g., NCAA Division I Bylaws 12.1.2.1.6, 12.4.1.1 and 12.4.2.3; also suspensions of former Georgia running back Todd Gurley (four games for accepting $3,000 to autograph memorabilia over two years; Mark Schlabach, “NCAA denies UGA’s Gurley appeal,” ESPN.com, Oct. 30, 2014) and former Ohio State quarterback Terrelle Pryor (five games for selling $2,500 in memorabilia, and accepting discounts from a tattoo parlor; “Ohio State football players sanctioned,” ESPN.com, Dec. 26, 2010). Scholarship Athletes Are Subject to Far Stricter Discretionary Control of Student Performance and Conduct by College Supervisory Staff 70. The NCAA imposes strict annual limits on the total number and value (equivalencies) of athletic scholarships per sport. See NCAA Division I Bylaw 15.5. 73. NCAA athletic scholarship limitations are by academic year, not academic classification, meaning a freshman, sophomore or junior Scholarship Athlete could see his/her scholarship reduced or cancelled for the coming academic year to make scholarship “cap room” for an incoming freshman or college transfer. 74. In fact, most athletic scholarships are “given initially for up to one year” and “can be renewed, reduced, increased or canceled from year to year for almost any reason” by NCAA athletics supervisory staff. See Financial Aid Information on NCAA.org at http://fs.ncaa.org/Docs/eligibility_center/Athletics_Information/FinancialAid.pdf (emphasis supplied), attached hereto as Ex. E; also Scholarships on NCAA.org at http://www.ncaa.org/student-athletes/future/scholarships. 75. By contrast to athletic scholarships, most, if not all, academic scholarships are allotted by academic classification, meaning a recipient retains the scholarship through graduation so long as he/she continues to meet and maintain academic eligibility standards, alone, and a recipient is not subjected to arbitrary reduction or cancellation from year to year. 76. Both academic and athletic scholarships can be cancelled early if the recipient becomes academically ineligible, engages in fraud or serious misconduct, or withdraws from the program to which the scholarship applies. 78. By operation of the Athletic Financial Aid Agreement, and/or similar obligations and limitations imposed on Scholarship Athletes under NCAA bylaws, NCAA athletics supervisory staff exercise extraordinary discretionary control over required participation in NCAA athletics under threat of athletic scholarship reduction or cancellation for failure to submit to their discretionary control. 79. By operation of the Athletic Financial Aid Agreement, and/or similar obligations and limitations imposed on Scholarship Athletes under NCAA bylaws, NCAA athletics supervisory staff also exercise extraordinary discretionary control over personal, and otherwise permissible, conduct under threat of athletic scholarship reduction or cancellation for failure to submit to their discretionary control. 81. Colter further testified that failure to submit to discretionary control of NCAA athletics supervisory staff could result in sanctions, including, but not limited to, “’public or private reprimands, suspension from practice or competition, dismissal from the program, and loss of athletic aid if applicable.’” Id. at 164:15-165:14. 82. In a subsequent inquiry into Northwestern athletics department policies, the NLRB concluded that limitations on student athlete speech and use of social networks and media, referenced by Colter, constituted unfair labor practices. The NLRB did not issue a complaint because Northwestern modified, or rescinded, the unlawful policies and sent student athletes notice setting forth the rights of employees under the NLRA. See NLRB Advice Memo Re: Northwestern University, Case 13-CA-157467, Sept. 22, 2016, attached hereto as Ex. F; also Lester Munson, “Free to Tweet: Northwestern’s restrictions on football players ruled unlawful,” ESPN.com, Oct. 10, 2016, attached hereto as Ex. G. 83. For reasons set forth in Paragraphs 52 through 82, supra, Scholarship Athletes are subject to far stricter discretionary control of student performance and conduct by college supervisory staff than academic scholarship recipients. Scholarship Athletes Are Subject to Far Stricter Discretionary Control of Student Options to Transfer by College Supervisory Staff 84. If a Scholarship Athlete desires to transfer, he/she may be blocked from receiving an athletic scholarship to attend his/her transfer college of choice. NCAA Division I Bylaws 13.1.1.3 and 14.5.5. If a Scholarship Athlete does transfer, he/she ordinarily cannot participate in NCAA athletics for a full academic year. NCAA Division I Bylaw 14.5.5.1. 87. In contrast to Scholarship Athletes, no other student desiring to transfer may be blocked from receiving any scholarship, or from participating in any programs, at his/her transfer college of choice. Under the FLSA, Scholarship Athletes Are Employees As Much As, and Arguably More Than, Students Employed by NCAA Member Schools in Work Study Programs 88. Similar to students employed in work study programs, Scholarship Athletes’ performance outside the classroom is: (i) non-academic in nature; (ii) unrelated/irrelevant to an academic degree program; (iii) not for academic credit; and (iv) supposed to be restricted to 20 hours per week, recorded on timesheets maintained by college supervisory staff, to limit interference with academic studies. See, e.g., Paragraphs 55 and 56, supra, and U.S. Department of Education, 2017-2018 Federal Student Aid Handbook, 6-43, 6-46, 6-48. 90. Similar to students employed in work study programs, Scholarship Athletes’ performance primarily benefits the NCAA member school, and provides no comparable academic or learning benefit to the student. 91. For example, NCAA member schools rely upon students employed in work study programs to supplement operational activities in campus departments and offices, libraries, dining halls, facilities and stores. 92. By contrast to students employed in work study programs supplementing operational activities, NCAA member school reliance upon Scholarship Athletes in the business of sports is near total as it is Scholarship Athletes’ performance that is marketed and sold to consumers as a sports product. 93. In addition, as set forth in Paragraphs 102 through 126, infra, revenue generated by NCAA athletics, and benefits from NCAA athletics exposure and promotion that can increase prospective student applications and help fundraising at member schools, far exceed any revenue generated by, or benefits related to, work study programs. 95. In contrast to Scholarship Athletes and students in work study programs, members of student-run groups – e.g., dramatics, publications, glee clubs, bands, choirs, debate, radio stations, intramural sports, and interscholastic club sports – are not employees of NCAA member schools for reasons set forth in Paragraphs 96 through 101, infra. 96. NCAA member schools exercise insufficient control over student-run groups to create an employer-employee relationship because, by definition, students are solely or principally responsible for student-run group leadership, organization and decision-making. If there is any faculty involvement – and in most student-run groups there is none – it is in an advisory capacity, not supervisory, and is an off- or extra-duty, not a full-time duty. 97. In contrast to NCAA athletics and work study programs, hours of participation in student-run groups are not recorded on timesheets maintained by supervising staff of the NCAA member school. 98. For reasons set forth in Paragraphs 52 through 87, and 96 through 97, supra, and 146 through 174, infra, Scholarship Athletes are subject to far stricter discretionary control of student performance and conduct by college supervisory staff than members of student-run groups. THE SCHOLARSHIP ATHLETE COLLECTIVE

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(BREACH OF CONTRACT) (DECLARATORY JUDGMENT AND RELIEF) 11. Pursuant to the Watkins Policy, Plaintiffs paid Universal premiums in exchange for insurance coverage. The required premiums were paid at all times relevant to this Complaint. 12. On or about December 25, 2017, Plaintiffs’ dwelling located on the Insured Premises suffered direct physical loss caused by covered peril(s) (the “Loss”). 13. The Watkins Policy was in effect at the time of the Loss, and the Loss is compensable under the terms of the Policy. As it relates to the Loss, there is no applicable exclusion. 14. Plaintiffs promptly notified Universal of the Loss and made a claim against the Watkins Policy. 15. After its inspection, Universal determined that the Loss was covered by the terms of the Watkins Policy. 16. Universal calculated its actual cash value (“ACV”) payment obligation to Plaintiffs by first estimating the cost to repair or replace the damage with new materials (replacement cost value, or “RCV”), then subtracted depreciation. 17. The Watkins Policy, and the other property forms at issue in this pleading, do not permit the withholding or deduction of labor as depreciation as described below. 18. The Watkins Policy does not define ACV. B. Universal’s Calculation of Plaintiffs’ ACV Payment 20. Universal used commercially-available computer software to make its RCV, depreciation, and ACV calculations. Universal uses this software to calculate RCV, depreciation, and ACV. 21. On or about January 12, 2018, Universal calculated the RCV of Plaintiffs’ damaged home at $10,688.11. 22. Universal then used the same software to calculate the depreciation for Plaintiffs’ damaged home at $1,394.39. 23. Plaintiffs were underpaid on their ACV claim as more fully described below. C. Universal’s Practice Of Withholding Labor As Depreciation 24. When it calculated Plaintiffs’ ACV benefits owed under the Watkins Policy, Universal withheld costs for both materials and the labor required to repair or replace Plaintiffs’ home as depreciation, even though labor does not depreciate in value over time. Universal withheld labor costs throughout its ACV calculations as depreciation. Universal also withheld labor costs as depreciation for other work necessary to repair and replace Plaintiffs’ property. 25. Like all property insurance claims estimating software, the specific commercial claims estimating software used by Universal allows for the depreciation of materials only or the depreciation of both material and labor in its depreciation setting preferences. 27. Universal’s withholding of labor costs as depreciation associated with the repair or replacement of Plaintiffs’ property resulted in Plaintiffs receiving payment for their losses in an amount less than they were entitled to receive under the Watkins Policy. Universal breached its obligations under the Watkins Policy by improperly withholding the cost of labor as depreciation. 28. Plaintiffs cannot determine the precise amount of labor that has been withheld based only upon the written estimate provided. To determine the precise amount of labor withheld, it is necessary to have access to the commercial property insurance program at issue, as well as the electronic file associated with their estimate. 29. While an insurer may lawfully depreciate material costs when calculating the amount of an ACV payment owed to an insured, it may not lawfully withhold repair labor as depreciation under Universal’s policy forms at issue in North Carolina. Universal’s failure to pay the full cost of the labor necessary to return Plaintiffs back to their pre-loss condition left Plaintiffs under-indemnified and underpaid for their loss. 30. Universal materially breached its duty to indemnify Plaintiffs by withholding labor costs associated with repairing or replacing Plaintiffs’ property in its ACV payment as depreciation, thereby paying Plaintiffs less than they were entitled to receive under the terms of the Watkins Policy. 32. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, Plaintiffs bring this lawsuit as a class action on behalf of themselves and on behalf of all others similarly situated. This action satisfies the requirements of numerosity, commonality, typicality, and adequacy of representation. Only to the extent it is a requirement under applicable law, the proposed class herein is ascertainable. 33. The proposed class that Plaintiffs seek to represent is defined as follows: All Universal policyholders (or their lawful assignees) who made: (1) a structural damage claim for property located in the State of North Carolina; and (2) which resulted in an actual cash value payment during the class period from which “non-material depreciation” was withheld from the policyholder; or which should have resulted in an actual cash value payment but for the withholding of non-material depreciation causing the loss to drop below the applicable deductible. The class period for the proposed class is the maximum time period as allowed by applicable law. The class excludes all claims arising under policy forms expressly permitting the “depreciation” of “labor” within the text of the policy form and any claims in which the initial actual cash value payment exhausted the applicable limits of insurance 34. Plaintiffs reserve the right to amend the definition of the proposed class through discovery. The following persons are expressly excluded from the class: (1) Defendant and its subsidiaries and affiliates; (2) all persons who make a timely election to be excluded from the proposed Class; and (3) the Court to which this case is assigned and its staff. 36. The members of the proposed class are so numerous that joinder of all members is impracticable. Plaintiffs reasonably believe that hundreds or thousands of people geographically dispersed across North Carolina have been damaged by Universal’s actions. The names and addresses of the members of the proposed class are readily identifiable through records maintained by Universal or from information readily available to Universal. 37. The relatively small amounts of damage suffered by most members of the proposed class make filing separate lawsuits by individual members economically impracticable. 38. Universal has acted on grounds generally applicable to the proposed class in that Universal has routinely withheld labor costs as described herein in its adjustment of property damage claims under its policies of insurance. It is reasonable to expect that Universal will continue to withhold labor to reduce the amount it pays to its insureds under these policies absent this lawsuit. 40. Plaintiffs’ claim is typical of the claims of the proposed class members, as they are all similarly affected by Universal’s custom and practice concerning the withholding of labor. Further, Plaintiffs’ claims are typical of the claims of the proposed class members because their claims arose from the same practices and course of conduct that give rise to the claims of the members of the proposed class and are based on the same factual and legal theories. Plaintiffs are not different in any material respect from any other member of the proposed class. 41. Plaintiffs and their counsel will fairly and adequately protect the interests of the members of the proposed class. Plaintiffs’ interests do not conflict with the interests of the proposed class they seek to represent. Plaintiffs have retained lawyers who are competent and experienced in class action and insurance litigation. Plaintiffs and Plaintiffs’ counsel have the necessary financial resources to adequately and vigorously litigate this class action, and Plaintiffs and counsel are aware of their fiduciary responsibilities to the members of the proposed class and will diligently discharge those duties by vigorously seeking the maximum possible recovery for the proposed class while recognizing the risks associated with litigation. 43. In contrast, a class action will minimize case management difficulties and provide multiple benefits to the litigating parties, including efficiency, economy of scale, unitary adjudication with consistent results and equal protection of the rights of Plaintiffs and members of the proposed class. These benefits would result from the comprehensive and efficient supervision of the litigation by a single court. 45. Class certification is further warranted because Universal has acted or refused to act on grounds that apply generally to the class, so final injunctive relief or corresponding declaratory relief is appropriate with respect to the class as a whole. 46. Plaintiffs may seek, in the alternative, certification of issues classes. 47. Rule 23(c)(4) provides that an action may be brought or maintained as a class action with respect to particular issues when doing so would materially advance the litigation as a whole. 48. Plaintiffs restate and incorporates by reference all preceding allegations. 49. Universal entered into policies of insurance with Plaintiffs and members of the proposed class. These insurance policies govern the relationship between Universal and Plaintiffs, and members of the proposed class, as well as the manner in which claims for covered losses are handled. 50. The policies of insurance between Universal, Plaintiffs and the other members of the proposed class are binding contracts under North Carolina law, supported by valid consideration in the form of premium payments in exchange for insurance coverage. 51. Universal drafted the insurance policies at issue, which are essentially identical in all respects material to this litigation concerning the withholding of labor as depreciation. 53. Universal breached its contractual duty to pay Plaintiffs, and members of the proposed class the ACV of their claims by unlawfully withholding labor costs as described herein. 54. Universal’s actions in breaching its contractual obligations to Plaintiffs and members of the proposed class benefitted and continue to benefit Universal. Likewise, Universal’s actions damaged and continue to damage Plaintiffs and members of the proposed class. 55. Universal’s actions in breaching its contractual obligations, as described herein, are the direct and proximate cause of damages to Plaintiffs and members of the proposed class. 56. In light of the foregoing, Plaintiffs and members of the proposed class are entitled to recover damages sufficient to make them whole for all amounts Universal unlawfully withheld from their ACV payments, including prejudgment interest as may be allowed by law. 57. Plaintiffs restate and incorporates by reference all preceding allegations. 58. This Court is empowered by the Declaratory Judgment Act as codified at 28 U.S.C. § 2201 and Fed. R. Civ. P. 57 to declare the rights and legal relations of parties regardless of whether further relief is or could be claimed. 59. A party may seek to have insurance contracts, before or after a breach, construed to obtain a declaration of rights, status, and other legal relations thereunder adjudicated. 6. Universal is an insurance company that provides property coverage for homes, commercial buildings, and other structures. Universal is one of the nation’s largest insurers. 60. Plaintiffs and members of the proposed class have all complied with all relevant conditions precedent in their contracts. 62. Plaintiffs further seek, individually and on behalf of the proposed class, any and all other relief available under the law arising out of a favorable declaration. 63. Plaintiffs and members of the proposed class have suffered injuries. 7. Universal sells its property insurance policies in, inter alia, the state of North Carolina. 8. Plaintiffs were insured pursuant to an insurance contract whereby Universal agreed to insure, inter alia, Plaintiffs’ property located on the Insured Premises against property damage, bearing Policy No. 4204-1500-1051 (the “Watkins Policy”). 9. The Watkins Policy provided insurance coverage for direct physical loss to the residence and structures located on the Insured Premises, except as specifically excluded or limited by the Watkins Policy. A. The Property Insurance Policy and Casualty Loss

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15. Facebook is the world’s leading online social media and networking platform. Its users can access Facebook from desktop and laptop computers as well as mobile devices, including smart phones and tablets. Facebook’s self-proclaimed mission is to “give people the power to build community and bring the world closer together.”6 16. As of June 30, 2018, Facebook has more than 2.23 billion monthly users and 1.47 billion daily active users. Facebook claims that it has “only begun to fulfill” its mission to “bring the world closer together.”7 17. As a company, Facebook prides itself on its “hacker culture,” which it describes as “an environment that rewards creative problem solving and active decision making.”8 B. Facebook Provides Privacy Settings that Lead Reasonable Consumers to Believe that They Have Control over Their Private Location Data and History 18. Facebook’s “Location History” is a record of locations received through the Location Services setting on users’ smartphones or other devices. Users can view Location History by logging into Facebook and accessing the “Settings” tab. Because Location History is “on” by default, Facebook adds current precise location information to users’ Location History and builds a detailed chronology of users’ location information. According to Facebook, Location History helps users “explore what’s around,” “get more relevant ads,” and “improve Facebook.” 19. However, many Facebook users do not want Facebook to build and keep a precise history of their location. For those users, Facebook offers users the option to turn Location History “off.” 43. Pursuant to Federal Rule of Civil Procedure 23, Plaintiff, individually and on behalf of all others similarly situated, brings this lawsuit on behalf of himself and as a class action on behalf of the following Class: All Facebook users in the United States who turned off “Location History” during the applicable limitations period. Excluded from the Class are any entities, including Facebook, and Facebook’s officers, agents, and employees. Also excluded from the Class are counsel for Plaintiff, the judge assigned to this action, and any member of the judge’s immediate family. 44. Members of the Class are so numerous that joinder is impracticable. While the exact number of class members is unknown to Plaintiff, it is believed that the Class is comprised of millions of members geographically dispersed throughout the United States. The Class is readily identifiable from information and records in the possession of Facebook and third parties. 52. Plaintiff re-alleges and incorporates each and every allegation set forth above as if fully written herein. 53. Cal. Pen. Code § 630, part of the California Invasion of Privacy Act (the “CIPA”), provides: “The Legislature hereby declares that advances in science and technology have led to the development of new devices and techniques for the purpose of eavesdropping upon private communications and that the invasion of privacy resulting from the continual and increasing use of such devices and techniques has created a serious threat to the free exercise of personal liberties and cannot be tolerated in a free and civilized society.” 54. Cal. Pen. Code § 637.7 prohibits the use of “an electronic tracking device to determine the location or movement of a person.” Under section 637.7(d), an “electronic tracking device” means “any device attached . . . to a movable thing that reveals its location or movement by the transmission of electronic signals.” 55. Without the consent of Plaintiff or Class members, Facebook continued to record, store, and use the location information of Plaintiff and Class members after they disabled the Location History feature on their mobile phones. 59. Plaintiff re-alleges and incorporates each and every allegation set forth above as if fully written herein. 60. Article 1, Section 1 of the California Constitution expressly provides a right to privacy. This right is enforced through the intrusion tort of invasion of privacy. 68. Plaintiff re-alleges and incorporates each and every allegation set forth above as if fully written herein. 76. Plaintiff re-alleges and incorporates each and every allegation set forth above as if fully written herein. 77. The federal Stored Communications Act (“SCA”) allows a private right of action against “a person or entity providing an electronic communication service to the public” who “knowingly divulge(s) to any person or entity the contents of a communication while in electronic storage by that service.” 18 U.S.C. § 2702(a)(1); see also 18 U.S.C. § 2707(a). 78. Facebook users, unknowingly and in contravention of their privacy settings, transmit their private location information, in the form of data, via the Internet from various devices, including laptop computers and mobile cell phones, to Facebook’s servers. This data constitutes “electronic communication” under the SCA. The SCA incorporates the definition of “electronic communication” set forth in the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510, et seq. (“ECPA”). The ECPA defines an “electronic communication” as “any transfer of signs, signals, writing, images, sounds, data, or intelligence of any nature transmitted in whole or in part by a wire, radio, electromagnetic, photoelectronic or photooptical system that affects interstate or foreign commerce . . . .” 18 U.S.C. § 2510(12). 79. Facebook is an electronic communication service provider covered by the SCA. An “electronic communication service” is “any service which provides to users thereof the ability to send or receive wire or electronic communications.” 18 U.S.C. § 2510(15). See Ehling v. Monmouth-Ocean Hosp. Serv. Corp., 961 F. Supp. 2d 659, 667 (D.N.J. 2013). 87. Plaintiff re-alleges and incorporates each and every allegation set forth above as if fully written herein. A. Facebook’s Social Media Platform Intrusion Upon Seclusion Violation of California’s Constitutional Right of Privacy Violation of the Stored Communications Act 18 U.S.C. §§ 2701, et seq. Violation of the California Invasion of Privacy Act (Cal. Pen. Code §§ 630, et seq.) Violation of California’s Consumers Legal Remedies Act Cal. Civ. Code §§ 1750, et seq.

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17. Plaintiff White brings Counts I and II, the FLSA unpaid overtime claim and FLSA unpaid minimum wage claim, pursuant to 29 U.S.C. § 216(b) on behalf of herself and the following similarly situated employees of Defendant: All non-exempt hourly employees, regardless of actual title, who worked for Defendant during the last three years (“Off-the-Clock Collective Action Members”). 18. Plaintiff, on behalf of herself and all other similarly situated hourly, non- exempt employees, seeks relief on a collective basis challenging Defendant’s practice of failing to pay its employees overtime and the minimum wage for all hours worked. The number and identity of other plaintiffs yet to opt-in and consent to be party plaintiffs to the collective action may be determined from Defendant’s records and potential Collective Action Members may easily and quickly be notified of the pendency of this action. 20. Defendant’s overtime and minimum wage practices were routine and consistent. Throughout the relevant time period over the past three years, the Off-the-Clock Collective Action Members regularly were not paid the proper overtime and minimum wage. 21. Plaintiff and the Off-the-Clock Collective Action Members performed the same or similar job duties. Moreover, they regularly worked more than forty hours in a workweek and had their hours deducted by Defendant. Accordingly, the employees victimized by Defendant’s unlawful pattern and practices are similarly situated to Plaintiff in terms of employment and pay provisions. 22. Defendant’s failure to pay overtime and minimum wage compensation at the rates required by the FLSA result from generally applicable policies or practices and do not depend on the personal circumstances of the members of the collective action. Thus, Plaintiff’s experience is typical of the experience of the other non-exempt hourly employees employed by Defendant. 23. The Off-the-Clock Collective Action Members, including Plaintiff, regardless of their precise job requirements or rates of pay, are entitled to overtime compensation for hours worked in excess of forty (40) per workweek and the minimum wage. Although the issue of damages may be individual in character, there is no detraction from the common nucleus of facts pertaining to liability. 24. Plaintiff will fairly and adequately protect the interests of the Off-the-Clock Collective Action Members and has retained counsel experienced and competent in the practice of wage and hour law and class and collective action litigation. Plaintiff has no interest that is contrary to or in conflict with the putative members of this collective action. 26. Plaintiff’s Rule 23 class claims satisfy the numerosity, commonality, typicality, adequacy, and superiority requirements of a class action pursuant to Fed. R. Civ. 33. Legacy Inn & Suites is an “employer” within the meaning of the FLSA and the Arizona Wage Statute. 34. Plaintiff was hired in January 2019 by Legacy Inn & Suites as a non-exempt employee paid on an hourly basis, to perform duties as a Cook and Driver. 35. Plaintiff began working for Legacy Inn & Suites on January 5, 2019, and Legacy Inn & Suites terminated her as a result of complaints she made about unpaid overtime and minimum wage on June 19, 2019. 36. Plaintiff was employed as a non-exempt, hourly employee working as a Cook and Driver. 38. Plaintiff and the other similarly situated employees performed routine labor on behalf of Legacy Inn & Suites, including duties like cooking, cleaning, and driving. 39. While Plaintiff’s job duties frequently required her to work in excess of forty (40) hours per workweek, she was routinely denied the overtime rate of time and a half for the overtime she worked. 40. Legacy Inn & Suites had a policy and practice of automatically deducting thirty minutes for lunch each day an employee worked, even though the employees routinely worked through their lunch breaks and should have been compensated for that time. 41. This regular practice of making deductions from Plaintiff’s paychecks resulted in Legacy Inn & Suites improperly deducting time which Plaintiff worked. 42. Legacy Inn & Suites also engaged in the regular practice of requiring Plaintiff to work off the clock for which she was not compensated. 43. In addition, Plaintiff and the similarly situated employees tracked their time on handwritten time sheets. However, Legacy Inn & Suites routinely paid them for less hours than what was reflected on their written timesheets, resulting in unpaid wages, unpaid minimum wage, and unpaid overtime. 44. Legacy Inn & Suites engaged in the regular practice of failing to accurately record the time during which it suffered or permitted Plaintiff to work. As such, Legacy Inn & Suite’s payroll records understate the duration of time that it suffered and permitted Plaintiff to work during each week of her employment. 45. Defendant had a policy and practice of automatically deducting one half hour per day for lunch, regardless of whether Plaintiff and the similarly situated employees worked through lunch. This resulted in a reduction of their time in the amount of approximately 5 hours per pay period, despite the fact that Plaintiff and the similarly situated employees worked during this time that was deducted and went unpaid. 47. As a result of the off the clock work and automatically deducted time, Legacy Inn & Suites failed to compensate Plaintiff minimum wage for all hours worked. 48. For example, Plaintiff’s timesheets for the period between March 25, 2019 and April 7, 2019 indicate that she worked 84.30 hours. However, Defendant’s payroll records for Plaintiff indicate that she was only paid for 79.25 hours during this pay period at $11 per hour for a total of $871.75. As a result, Plaintiff was not paid for 5.05 hours of work during this pay period, including overtime. In addition, Plaintiff’s hourly wage for the hours actually worked was only $10.34 when calculating the amount she was compensated ($871.75) divided by total hours worked (84.30), demonstrating that Legacy Inn & Suites failed to pay her the minimum wage required by law. 49. This is one example of Defendant’s pattern and practice of routinely failing to pay non-exempt, hourly employees like Plaintiff the proper overtime rate and minimum wages they are owed, which occurred during the typical week of their employment. 50. The Arizona Wage Statute, A.R.S. §§ 23-363(A), (B), establishes the minimum wage that employers in Arizona must pay their employees. 51. The minimum wage in Arizona is $11 per hour for 2019. When Legacy Inn & Suites deducted time from Plaintiff’s paychecks for breaks she worked and required her to work off the clock, it resulted in her wages falling below the minimum wage required. 52. Defendant routinely failed to pay Plaintiff and the similarly situated non- exempt hourly employees time and a half their regular rate of pay for the overtime they were required to work. 54. Defendant’s policy and practice is to willfully deny its hourly, non-exempt employees overtime pay for hours worked beyond forty (40) in a workweek and minimum wage they are due. 55. Defendant failed to timely pay Plaintiff and the similarly situated employees all the wages they were due. 56. On May 15, 2019, Plaintiff resigned her employment effective May 26, 2019, as a result of various issues with management including complaints about her pay. 57. Plaintiff was rehired by Legacy Inn & Suites on June 6, 2019, and the company promised that the issues Plaintiff had resigned over would be corrected. 58. Throughout the entirety of Plaintiff’s employment both before and after her resignation, Legacy Inn & Suites reduced Plaintiff’s time and required her to work off the clock. 59. In June 2019, Plaintiff complained to Legacy Inn & Suites management about having her paychecks reduced for breaks when she did not take a break, resulting in her not being paid overtime and minimum wage she was due. 60. For example, Plaintiff complained to management on June 9, 2019 regarding Defendant’s policy and practice of automatically deducting hours for breaks during which she was required to work, which caused her wages to fall below the minimum wage and caused her to work overtime without receiving time and a half for all hours worked. 61. Plaintiff also complained to management on June 16, 2019 about the unlawful minimum wage and overtime practice of automatically reducing her time for breaks when she had worked. 62. After Plaintiff issued her complaints about the overtime and minimum wage policies and practices with Legacy Inn & Suites management, management stated that she complained too much and terminated her employment on June 19, 2019. 64. Defendant’s adverse employment action against Plaintiff was unlawful retaliation for Plaintiff’s complaints about Defendant’s unlawful minimum wage and overtime pay practices. 65. Defendant’s adverse employment actions were malicious and punitive in nature and caused Plaintiff both economic and non-economic damages, including lost wages, emotional distress, embarrassment, and other damages. 66. Plaintiff, on behalf of herself individually and all Off-the-Clock Collective Action Members, reasserts the allegations set forth in the above paragraphs. 67. Defendant paid Plaintiff and the Off-the-Clock Collective Action Members on an hourly basis, and they are and were all entitled to the overtime protections of the FLSA as set forth in 29 U.S.C. §§ 201, et seq. 68. At all relevant times, Defendant has been, and continues to be, subject to the minimum wage and overtime provisions of the FLSA because its employees are engaged in interstate commerce and Defendant has annual revenues in excess of $500,000. 69. Plaintiff and the Off-the-Clock Collective Action Members are non-exempt employees entitled to the statutorily mandated overtime pay according to the FLSA. 70. Defendant was an employer pursuant to 29 U.S.C. § 203(d). 71. Defendant failed to comply with 29 U.S.C. § 207 because Plaintiff and the Off-the-Clock Collective Action Members worked for Defendant in excess of forty hours per week, but Defendant failed to pay them for those excess hours at the statutorily required rate of one and one-half times their regular rate of pay as required by the FLSA. 73. Defendant willfully violated the FLSA by failing to pay Plaintiff and the other Off-the-Clock Collective Action Members all wages due including time and a half for all hours accrued beyond forty (40) hours in a workweek. 74. Defendant has acted neither in good faith nor with reasonable grounds to believe that its actions and omissions complied with the FLSA. 76. Plaintiff, on behalf of herself and all Off-the-Clock Collective Action Members, reasserts the allegations set forth in the above paragraphs. 77. Defendant paid Plaintiff and the Off-the-Clock Collective Action Members on an hourly basis, and they are and were all entitled to the minimum wage protections of the FLSA as set forth in 29 U.S.C. §§ 201, et seq. 78. At all relevant times, Defendant has been, and continues to be, subject to the minimum wage and overtime provisions of the FLSA because its employees are engaged in interstate commerce and Defendant has annual revenues in excess of $500,000. 79. Plaintiff and the Off-the-Clock Collective Action Members are non-exempt employees entitled to the statutorily mandated minimum wage according to the FLSA. 80. Defendant was an employer pursuant to 29 U.S.C. § 203(d). 81. Defendant failed to comply with 29 U.S.C. § 206 because Defendant failed to pay the Off-the-Clock Collective Action Members the minimum wage as required by the 87. Plaintiff, on behalf of herself and the Arizona Class Members, reasserts the allegations set forth in the above paragraphs. 88. At all material times hereto, Plaintiff and the Arizona Class Members were employed by Defendant within the State of Arizona and have been entitled to the rights, protections, and benefits provided under the Arizona Wage Statute. 89. Plaintiff and the similarly situated employees were entitled to the minimum wage as defined by A.R.S. § 23-363. 90. Defendant was an employer pursuant to A.R.S. § 23-362(B). 91. Defendant is aware that, under A.R.S. §§ 23-363, it was obligated to pay minimum wage due to Plaintiff and the Arizona Class Members. 92. Defendant failed to pay Plaintiff and the Arizona Class Members minimum wage due without a good faith basis for withholding wages. 93. Defendant has willfully failed and refused to pay minimum wage due to Plaintiff and the Arizona Class Members. As a result of Defendant’s unlawful acts, Plaintiff and the Arizona Class Members are entitled to the statutory remedies provided pursuant to 95. Plaintiff, on behalf of herself and the Arizona Class Members, reasserts the allegations set forth in the above paragraphs. 96. At all material times hereto, Plaintiff and the Arizona Class Members were employed by Defendant within the State of Arizona and have been entitled to the rights, protections, and benefits provided under the Arizona Wage Statute. 97. Defendant was aware of its obligation to pay timely wages pursuant to A.R.S. § 23-351. 98. Defendant is aware that, under A.R.S. §§ 23-350-353, it was obligated to timely pay all wages due to Plaintiff and the Arizona Class Members. FED.R.CIV.P. 23 CLASS ACTION FOR VIOLATION OF THE ARIZONA WAGE STATUTE (A.R.S. § 23-350 et seq.; Failure to Timely Pay Wages Due; Brought Against Defendant by Plaintiff Individually and on Behalf of the Arizona Class Members) VIOLATION OF THE FAIR LABOR STANDARDS ACT (Failure to Properly Pay Minimum Wage and Record Keeping Violations - FLSA - 29 U.S.C. § 206 et seq.; Brought Against Defendant by Plaintiff Individually and on Behalf of the Off-the-Clock Collective Action Members) VIOLATION OF THE FAIR LABOR STANDARDS ACT (Failure to Properly Pay Overtime and Record Keeping Violations - FLSA - 29 U.S.C. § 207 et seq.; Brought Against Defendant by Plaintiff Individually and on Behalf of the Off-the-Clock Collective Action Members)

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2.0 guidelines; c. Regularly test user accessibility by blind or vision-impaired persons to ensure that Defendant’s Website complies under the WCAG 2.1 guidelines; and, d. Develop an accessibility policy that is clearly disclosed on Defendant’s Websites, with contact information for users to report accessibility-related problems. 20. Defendant is a glassware manufacturing company, and owns and operates the website, www.benshot.com (its “Website”), offering features which should allow all consumers to access the goods and services and which Defendant ensures the delivery of such goods throughout the United States, including New York State. 21. Defendant operates and distributes its products throughout the United States, including New York. 22. Defendant offers the commercial website, www.benshot.com, to the public. The website offers features which should allow all consumers to access the goods and services whereby Defendant allows for the delivery of those ordered goods to consumers throughout the United States, including New York State. The goods and services offered by Defendant include, but are not limited to the following: the ability to browse “bulletproof” glassware for purchase and delivery, view gifts, obtain defendant’s contact information, and related goods and services available online. 24. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using the JAWS screen-reader. 25. During Plaintiff’s visits to the Website, the last occurring in October 2020, Plaintiff encountered multiple access barriers that denied Plaintiff full and equal access to the facilities, goods and services offered to the public and made available to the public; and that denied Plaintiff the full enjoyment of the facilities, goods and services of the Website. 26. While attempting to navigate the Website, Plaintiff encountered multiple accessibility barriers for blind or visually-impaired people that include, but are not limited to, the following: 28. Empty Links That Contain No Text causing the function or purpose of the link to not be presented to the user. This can introduce confusion for keyboard and screen- reader users; 29. Redundant Links where adjacent links go to the same URL address which results in additional navigation and repetition for keyboard and screen-reader users; and 30. Linked Images Missing Alt-text, which causes problems if an image within a link contains no text and that image does not provide alt-text. A screen reader then has no content to present the user as to the function of the link, including information contained in PDFs. 32. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, products, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from visiting the Website, presently and in the future. 33. These access barriers on Defendant’s Website have deterred Plaintiff from learning about those various “bulletproof” glassware for purchase and delivery, and enjoying them equal to sighted individuals because: Plaintiff was unable to determine and or purchase items from its Website, among other things. 34. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 36. Because simple compliance with the WCAG 2.1 Guidelines would provide Plaintiff and other visually-impaired consumers with equal access to the Website, Plaintiff alleges that Defendant has engaged in acts of intentional discrimination, including but not limited to the following policies or practices: a. Constructing and maintaining a website that is inaccessible to visually-impaired individuals, including Plaintiff; b. Failure to construct and maintain a website that is sufficiently intuitive so as to be equally accessible to visually-impaired individuals, including Plaintiff; and, c. Failing to take actions to correct these access barriers in the face of substantial harm and discrimination to blind and visually-impaired consumers, such as Plaintiff, as a member of a protected class. 37. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 38. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 40. If the Website was accessible, Plaintiff and similarly situated blind and visually- impaired people could independently view service items, shop for and otherwise research related goods and services available via the Website. 41. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 43. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 44. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services, during the relevant statutory period. 45. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York State subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the State of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of those services, during the relevant statutory period. 46. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 48. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA, NYSYRHL or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 49. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no interests antagonistic to the Class Members. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 51. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 52. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 53. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 54. Defendant’s Website is a public accommodations within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). The Website is a service that is offered to the general public, and as such, must be equally accessible to all potential consumers. 55. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 57. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 58. The acts alleged herein constitute violations of Title III of the ADA, and the regulations promulgated thereunder. Plaintiff, who is a member of a protected class of persons under the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, Plaintiff has been denied full and equal access to the Website, has not been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 59. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 61. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 62. Defendant’s Website and its’ sale of goods to the general public, constitute sales establishments and public accommodations within the definition of N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant. 63. Defendant is subject to New York Human Rights Law because it owns and operates its Website. Defendant is a person within the meaning of N.Y. Exec. Law § 292(1). 64. Defendant is violating N.Y. Exec. Law § 296(2)(a) in refusing to update or remove access barriers to its Website, causing its Website to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, services that Defendant makes available to the non-disabled public. 65. Under N.Y. Exec. Law § 296(2)(c)(i), unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations being offered or would result in an undue burden". 67. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 68. Defendant’s actions constitute willful intentional discrimination against the class on the basis of a disability in violation of the NYSHRL, N.Y. Exec. Law § 296(2) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 70. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability in the full and equal enjoyment of the products, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website under § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the Sub-Class Members will continue to suffer irreparable harm. 71. Defendant’s actions were and are in violation of New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 72. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 73. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 74. Under N.Y. Exec. Law § 297 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 75. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 76. Plaintiff served notice thereof upon the attorney general as required by N.Y. Civil Rights Law § 41. 78. N.Y. Civil Rights Law § 40-c(2) provides that “no person because of . . . disability, as such term is defined in section two hundred ninety-two of executive law, be subjected to any discrimination in his or her civil rights, or to any harassment, as defined in section 240.25 of the penal law, in the exercise thereof, by any other person or by any firm, corporation or institution, or by the state or any agency or subdivision.” 79. Defendant’s Website is a service, privilege or advantage of Defendant and its Website which offers such goods and services to the general public is required to be equally accessible to all. 80. Defendant is subject to New York Civil Rights Law because it owns and operates their Website, and Defendant is a person within the meaning of N.Y. Civil Law § 40-c(2). 81. Defendant is violating N.Y. Civil Rights Law § 40-c(2) in refusing to update or remove access barriers to its Website, causing its Website and the goods and services integrated with such Website to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 83. Under NY Civil Rights Law § 40-d, “any person who shall violate any of the provisions of the foregoing section, or subdivision three of section 240.30 or section 240.31 of the penal law, or who shall aid or incite the violation of any of said provisions shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby in any court of competent jurisdiction in the county in which the defendant shall reside ...” 84. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 85. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability are being directly or indirectly refused, withheld from, or denied the accommodations, advantages, facilities and privileges thereof in § 40 et seq. and/or its implementing regulations. 86. Plaintiff is entitled to compensatory damages of five hundred dollars per instance, as well as civil penalties and fines under N.Y. Civil Law § 40 et seq. for each and every offense. 88. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 89. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 90. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 91. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated with such Website to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, products, and services that Defendant makes available to the non-disabled public. 93. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 94. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 95. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the products, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 96. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 98. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 99. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. DECLARATORY RELIEF 100. Plaintiff, on behalf of himself and the Class and New York State and City Sub- Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 101. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the products, services and facilities of its Website, which Defendant owns, operations and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, et seq., N.Y. Exec. Law § 296, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 102. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. Defendant’s Barriers on Its Website VIOLATIONS OF THE NYSHRL VIOLATION OF THE NEW YORK STATE CIVIL RIGHTS LAW VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq.

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14. Plaintiffs bring this action on behalf of themselves and all other similarly situated employees as authorized under the FLSA, 29 U.S.C. § 216(b). The similarly situated employees include: Collective Class: All persons who are or have been employed by Defendants as a non-exempt cleaner within three years prior to this action’s filing date (hereinafter “Collective Class”). 15. Plaintiffs and the Collective Class work or have worked for Defendants as hourly cleaners at locations in Wisconsin within the three years preceding the filing of this complaint. 16. Defendants’ handbook contains the terms and conditions of employment for its employees including Plaintiffs and the Collective Class. 17. Pursuant to Defendants’ handbook, all hours worked by Plaintiffs and the Collective Class in excess of forty (40) in a workweek will be compensated at one and one-half times the regular rate. 19. Defendants suffered or permitted Plaintiffs and the Collective Class to work without being paid appropriate compensation for each hour worked. 20. Defendants, as a matter of policy and practice, do not pay their employees for all hours of compensable work including: (a) work performed prior to the start of a scheduled shift; (b) work performed after the end of a scheduled shift; and (c) work performed during unpaid thirty (30) minute “lunch breaks.” 21. These practices resulted in Plaintiffs and the Collective Class being denied overtime compensation by Defendants at the rate of one and a half times their regular rate of pay for hours worked in excess of forty (40) in a workweek. 22. Defendants routinely deducted thirty (30) minutes per day from Plaintiffs and the Collective Class for a “lunch break;” however, Plaintiffs and the Collective Class were suffered or permitted to work through a portion of their unpaid lunch break. Plaintiffs and the Collective Class were rarely afforded a full thirty (30) minutes of uninterrupted break where they were free from work. 23. Defendants suffered or permitted Plaintiffs and the Collective Class to perform work prior to the start of their scheduled shift and prior to punching in for the day. The effect of such a practice was for Defendants to deny Plaintiffs and the Collective Class their agreed upon wage for the hours worked that were not counted as work. 25. Defendants paid Plaintiffs and the Collective Class at a straight time rate for hours worked over forty (40) in a workweek. 26. Defendants do not maintain proper time records for Plaintiffs and the Collective Class. Defendants do not maintain proper records of the start and end time of each employees workday; nor have Defendants recorded the start and end time of any unpaid breaks. 27. Defendants’ conduct, as set forth in this complaint, was willful and in bad faith, and has caused significant damages to Plaintiffs and the Collective Class. 28. Defendant Kusch has operational control of Regency. 29. Defendant Kusch is involved in the day-to-day operations of Regency. 30. Defendant Kusch is President of Regency. 31. Defendant Kusch is General Manager of Regency. 32. Defendant Kusch has final authority to make decisions of importance with regard to the business operations of Regency. 33. Defendant Kusch has final authority to make decisions of importance with regard to the personnel operations of Regency. 34. Defendant Kusch has final authority to make decisions of importance with regard to the compensation of Regency’s employees. 35. Defendant Kusch’s signature appeared on Plaintiffs and the Collective Class’ pay checks. 37. The First Claim for Relief is brought under and maintained as an opt-in Collective Action pursuant to § 216(b) of the FLSA, 29 U.S.C. 216(b), by Plaintiffs on behalf of the Collective Class. 38. The FLSA claims may be pursued by those who affirmatively opt in to this case, pursuant to 29 U.S.C. § 216(b). 39. Upon information and belief, Plaintiffs and the Collective Class are and have been similarly situated, have and have had substantially similar job requirements and pay provisions, and are and have been subject to Defendants’ decisions, policies, plans and programs, practices, procedures, protocols, routines, and rules willfully failing and refusing to compensate them for each hour worked including overtime compensation. The claims of Plaintiffs stated herein are the same as those of the Collective Class. 40. Plaintiffs and the Collective Class seek relief on a collective basis challenging, among other FLSA violations, Defendants’ practice of failing to accurately record all hours worked and failing to pay employees for all hours worked including overtime compensation. 41. The FLSA 216(b) Collective Class is readily ascertainable. For purpose of notice and other purposes related to this action, their names, phone numbers, and addresses are readily available from Defendants. Notice can be provided to the Collective Class via first class mail to the last address known to Defendants and through posting at Defendants’ facilities in areas where postings are normally made. 43. The Wisconsin Class members are readily ascertainable. The number and identity of the Wisconsin Class members are determinable from the records of Defendants. The job titles, length of employment and the rates of pay for each Wisconsin Class member are also determinable from Defendants’ records. For purposes of notice and other purposes related to this action, their names and addresses are readily available from Defendant. Notice can be provided by means permissible under Fed. R. Civ. P. 23. 44. The proposed Wisconsin Class is so numerous that joinder of all members is impracticable, and more importantly the disposition of their claims as a class will benefit the parties and the court. Although the precise number of such persons is unknown, and the facts on which the calculation of that number are presently within the sole control of Defendants, upon information and belief, there are more than two hundred members of the Wisconsin Class. 46. Plaintiffs are able to fairly and adequately protect the interests of the Wisconsin Class and have no interests antagonistic to the Wisconsin Class. Plaintiffs are represented by attorneys who are experienced and competent in both class action litigation and employment litigation and have previously represented numerous Plaintiffs in wage and hour cases. 47. A class action is superior to other available methods for the fair and efficient adjudication of the controversy – particularly in the context of wage and hour litigation where individual class members lack the financial resources to vigorously prosecute a lawsuit against corporate defendants. Class action treatment will permit a number of similarly situated persons to prosecute their common claims in a single forum simultaneously, efficiently, and without the unnecessary duplication of efforts and expense that numerous individual actions engender. Because the losses, injuries and damages suffered by each of the individual Wisconsin Class members are small in the sense pertinent to a class action analysis, the expenses and burden of individual litigation would make it extremely difficult or impossible for the individual Wisconsin Class members to redress the wrongs done to them. 49. Defendants have violated and continue to violate the WWPCL regarding payment of wages and overtime premium wages. Current employees are often afraid to assert their rights out of fear of direct or indirect retaliation. Former employees are fearful of bringing claims because doing so can harm their employment, future employment, and future efforts to secure employment. Class actions provide class members who are not named in the complaint a degree of anonymity which allows for the vindication of their rights while eliminating or reducing these risks. 50. There are questions of fact and law common to the class that predominates over any questions affecting only individual members. The questions of law and fact common to the class arising from Defendants’ actions include, without limitation, the following: a) Whether the work performed by Plaintiffs and the Wisconsin Class is compensable under federal law and/or Wisconsin law; b) Whether Defendants engaged in a pattern or practice of forcing, coercing, deceiving and/or permitting Plaintiffs and the Class to perform work for Defendants’ benefit without being properly compensated; c) Whether Defendants failed to maintain true and accurate records for all hours worked by the Wisconsin Class as required by Wisconsin Law; d) Whether Defendants failed to pay the Wisconsin Class for all work Defendants suffered or permitted them to perform; and e) The nature and extent of class-wide injury and the measure of damages for the injury. 52. Plaintiffs, on behalf of themselves and the Collective Class, reassert and incorporate by reference all paragraphs set forth above as if restated herein. 53. At all time material herein, Plaintiffs and the Collective Class have been entitled to the rights, protections, and benefits provided under the FLSA, 29 U.S.C. § 201 et. seq. 54. At all time material herein, Kusch was an employer of Plaintiffs and the Collective Class as provided under the FLSA. 55. Plaintiffs and the Collective Class are victims of a uniform and facility-wide compensation policy and practice in violation of the FLSA. 56. Defendants violated the FLSA by failing to account for and compensate Plaintiffs and the Collective Class for overtime premium pay for each hour he/she worked in excess of forty (40) hours each workweek. 57. In perpetrating these unlawful practices, Defendants have also willfully failed to keep accurate records for all of the time worked by Plaintiffs and the Collective Class. 59. Defendants were and are subject to the overtime pay requirements of the FLSA because Defendants are an enterprise engaged in commerce and/or its employees are engaged in commerce, as defined in FLSA, 29 U.S.C. §203(b). 60. Defendants’ failure to properly compensate Plaintiffs and the Collective Class and failure to properly record all compensable work time was willfully perpetrated. Defendants have not acted in good faith nor with reasonable grounds to believe their actions and omissions were not a violation of the FLSA, and as a result thereof, Plaintiffs and the Collective Class are entitled to recover an award of liquidated damages in an amount equal to the amount of unpaid overtime premium pay described above pursuant to Section 216(b) of the FLSA, 29 U.S.C. § 216(b). Alternatively, should the Court find that Defendants did not act willfully in failing to pay overtime premium pay wages, Plaintiffs and the Collective Class are entitled to an award of pre-judgment interest at the applicable legal rate. 61. As a result of the aforesaid willful violations of the FLSA’s provisions, overtime compensation has been unlawfully withheld by Defendants from Plaintiffs and the Collective Class for which Defendants are liable pursuant to 29 U.S.C. § 216(b). 62. Plaintiffs and the Collective Class are entitled to damages equal to the mandated overtime premium pay within the three years preceding the date of filing of this Complaint, plus periods of equitable tolling because Defendants acted willfully and knew or showed reckless disregard of whether its conduct was prohibited by the FLSA. 64. Plaintiffs, on behalf of themselves and the Wisconsin Class, re-allege and incorporate all previous paragraphs as if they were set forth herein. 65. At all relevant times, Plaintiffs and the Wisconsin Class were employees within the meaning of Wis. Stat. §109.01(1r). 66. At all relevant times, Plaintiffs and the Wisconsin Class were employees within the meaning of Wis. Stat. §103.001(5). 67. At all relevant times, Plaintiffs and the Wisconsin Class were employees within the meaning of Wis. Stat. §104.01(2)(a). 68. At all relevant times, Regency was an employer within the meaning of Wis. Stat. §109.01(2). 69. At all relevant times, Regency was an employer within the meaning of Wis. Stat. §103.001(6). 70. At all relevant times, Regency was an employer within the meaning of Wis. Stat. §104.01(3)(a). 71. At all relevant times, Regency was an employer within the meaning of Wis. Admin. §DWD 272.01(5). 72. At all relevant times, Regency has employed, and continues to employ Plaintiffs and the Wisconsin Class as within the meaning of Wis. Stat. §§109.01 et seq., 103.01 et seq. 104.01 et seq. and Wis. Admin. Code § DWD 272.01. 74. At all relevant times, Kusch was an employer within the meaning of Wis. Stat. §103.001(6). 75. At all relevant times, Kusch was an employer within the meaning of Wis. Stat. §104.01(3)(a). 76. At all relevant times, Kusch was an employer within the meaning of Wis. Admin. 84. Plaintiffs, on behalf of themselves and the Wisconsin Class, re-allege and incorporate all previous paragraphs as if they were set forth herein. 85. Plaintiffs and the Wisconsin Class have been entitled payment from Defendants at the agreed upon wage, as defined in Wis. Stat. §109.01(3), for each hour worked by Plaintiffs and the Wisconsin Class pursuant to Wis. Stat. §109.03. 86. Pursuant to a handbook issued by Defendants, Plaintiffs and the Wisconsin Class have been entitled to the agreed upon rate of one and half (1.5) times their regular rate of pay for all hours worked in excess of forty (40) in a workweek. 87. Plaintiffs and the Wisconsin Class have also been entitled to their agreed upon hourly rate for all hours of work performed up to forty (40) in a workweek. 88. Defendants violated the WWPCL by failing to properly compensate Plaintiffs and the Wisconsin Class for each hour worked by Plaintiffs and the Collective Class. Violation of WWPCL – Unpaid Overtime (Plaintiffs on behalf of themselves and the Wisconsin Class) Violation of the Fair Labor Standards Act of 1938 as Amended (Plaintiffs on behalf of themselves and the Collective Class) WWPCL - Failure To Pay Agreed Upon Wage (Plaintiffs on behalf of themselves and the Wisconsin Class)

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23. The members of the Class are so numerous that joinder of all members is impracticable. As of July 24, 2017, Rice had 213,395,392 shares of common stock outstanding, which are actively traded on the NYSE under the symbol “RICE.” Although the exact number of Class members is not known to Plaintiff at this time, Plaintiff believes there are at least hundreds, if not thousands, of members of the proposed Class. Members of the Class can be identified from records maintained by Rice or its transfer agent, and can be notified of the pendency of this action by mail and publication using forms of notice similar to those customarily used in other actions of this nature. 24. Plaintiff’s claims are typical of the claims of the members of the Class as all members of the Class are similarly damaged by Defendants’ misconduct as complained of herein. Plaintiff does not have any interests that are in conflict with the interests of the Class. 25. Plaintiff will fairly and adequately represent and protect the interests of the Class and has retained counsel competent and experienced in litigation of this nature. 27. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy. There will be no difficulty in the management of this action as a class action. 28. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual Class members that would establish incompatible standards of conduct for Defendants. In addition, adjudications with respect to individual Class members, as a practical matter, would be dispositive of the interests of the other members of the Class not parties to the individual adjudications. Defendants have acted on grounds that apply generally to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole. 73. Plaintiff repeats and realleges each allegation set forth herein. 75. By the use of the mails and by means and instrumentalities of interstate commerce and the facility of a national securities exchange, Defendants solicited and permitted the use of their names to solicit proxies or consents or authorizations with respect to Rice’s common shares. 76. By virtue of their positions within the Company, the Individual Defendants were aware of this information and of their duty to disclose this information in the Proxy. The Proxy was prepared, reviewed, and/or disseminated by Defendants. The Proxy misrepresented and omitted material facts, including material information about the unfair sale process for the Company, the adequacy of the consideration offered in the Proposed Transaction, and the actual intrinsic value of the Company’s assets. Defendants were at least negligent in filing and disseminating the Proxy with these materially false and misleading statements and omissions. Defendants have also failed to correct the Proxy and cure these omissions/misrepresentations, which is also a violation of Section 14 of the Exchange Act and SEC Rules promulgated thereunder. 78. Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully protected from immediate and irreparable injury, which Defendants’ actions threaten to inflict. 79. Plaintiff repeats and realleges each allegation set forth herein. 80. The Individual Defendants acted as controlling persons of Rice within the meaning of Section 20(a) of the Exchange Act, as alleged herein. By virtue of their positions as officers and directors of Rice and their participation in and awareness of the Company’s business and operations and their intimate knowledge of the materially false and misleading statements and omissions in the Proxy filed with the SEC, they had the power to influence and control, and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements that Plaintiff contends are materially false and misleading. 81. Each of the Individual Defendants was provided with, or had access to, copies of the Proxy and other statements alleged by Plaintiff to be materially false and misleading prior to, or shortly after, those statements were issued and had the ability to prevent the issuance of the statements or to cause the statements to be corrected. 83. In addition, as the Proxy sets forth at length and as described herein, each of the Individual Defendants was involved in negotiating, reviewing, and approving the Proposed Transaction. The Proxy purports to describe the various issues and information that the Individual Defendants reviewed and considered – descriptions which had input from the Individual Defendants. 84. By virtue of the foregoing, each of the Individual Defendants has violated Section 20(a) of the Exchange Act. 85. Plaintiff has no adequate remedy at law. Against All Defendants for Violations of Section 14(a) of the Exchange Act and Rule 14a-9 Promulgated Thereunder Against the Individual Defendants for Violation of Section 20(a) of the Exchange Act

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(Against All Defendants For Violations of Section 10(b) And Rule 10b-5 Promulgated Thereunder) (Violations of Section 20(a) of the Exchange Act Against The Individual Defendants) 18. Harvest Natural is a petroleum exploration and production company focusing on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. In addition to its headquarters in Houston, Texas, the Company also has regional/technical offices in the United Kingdom and Singapore, and field offices in Jakarta, Republic of Indonesia; Port Gentil, Republic of Gabon; and Muscat, Sultanate of Oman to support field operations in those areas. Materially False and Misleading Statements Issued During the Class Period 20. On May 7, 2010, the Company filed a quarterly report for the period ended March 31, 2010 on Form 10-Q with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-Q contained signed certifications pursuant to Sarbanes-Oxley Act of 2002 (“SOX”) by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-Q was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 22. On August 9, 2010, the Company filed a quarterly report for the period ended June 30, 2010 on Form 10-Q with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-Q contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-Q was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 24. On November 9, 2010, the Company filed a quarterly report for the period ended September 30, 2010 on Form 10-Q with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-Q contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-Q was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 26. On March 15, 2011, the Company filed an annual report for the period ended December 31, 2010 on Form 10-K with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-K contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-K was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 28. On May 10, 2011, the Company issued a press release announcing its financial results for the first quarter ended March 31, 2011. For the quarter, the Company reported net income of $800,000, or $0.02 diluted EPS, as compared to net income of $25 million, or $0.64 diluted EPS for the same period a year ago. The press release stated the following, in relevant part: The first quarter results included exploration charges of $1.2 million, or $0.04 per diluted share. Also during the first quarter the Company incurred costs from discontinued operations of $2.9 million or $0.07 per diluted share from related revenue and expenses associated with the Utah assets. Finally, Harvest recognized a $1.3 million gain, or $0.03 per diluted share, on the sale of its equity investment in Fusion Geophysical, LLC (Fusion). Adjusted for exploration charges, proceeds from the sale of Fusion and the losses related to the discontinued operations, first quarter 2011 earnings would have been $3.6 million or $0.10 per diluted share. Petrodelta reported earnings during the first quarter of $61.9 million, $19.8 million net to Harvest's 32 percent interest, under International Financial Reporting Standards (IFRS). After adjustments to Petrodelta's IFRS earnings, primarily to conform to U.S. GAAP, Harvest's 32 percent share of Petrodelta's earnings was $ 13.5 million. 29. On May 10, 2011, the Company filed a quarterly report for the period ended March 31, 2011 on Form 10-Q with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-Q contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-Q was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 31. On August 9, 2011, the Company filed a quarterly report for the period ended June 30, 2011 on Form 10-Q with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-Q contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-Q was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 33. On November 9, 2011, the Company filed a quarterly report for the period ended September 30, 2011 on Form 10-Q with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-Q contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-Q was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 35. On March 15, 2012, the Company filed an annual report for the period ended December 31, 2011 on Form 10-K with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-K contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-K was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 38. On May 10, 2012, the Company filed a quarterly report for the period ended March 31, 2012 on Form 10-Q with the SEC, which was signed by Defendants Edmiston and Haynes, and reiterated the Company’s previously announced quarterly financial results and financial position. In addition, the Form 10-Q contained signed certifications pursuant to SOX by Defendants Edmiston and Haynes, stating that the financial information contained in the Form 10-Q was accurate and disclosed any material changes to the Company’s internal control over financial reporting. 40. On August 9, 2012, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2012. For the quarter, the Company reported net income of $8.2 million, or $0.20 diluted EPS, as compared to net income of $90 million, or $2.23 diluted EPS for the same period a year ago. The press release stated the following, in relevant part: The second quarter 2012 results included exploration charges of $1.3 million, or $0.03 per diluted share, and $1.5 million, or $0.04 per diluted share, for transaction costs incurred related to the pending sale of our 32 percent interest in Petrodelta. Additionally during the second quarter, Harvest incurred $1.6 million, or $0.04 per diluted share, in discontinued operations related to the settlement of all outstanding claims with a private third-party related to the Antelope project. Excluding the exploration charges, transaction costs and settlement charges in discontinued operations, and net of the related tax benefits of $0.8 million, or $0.02 per diluted share, second quarter 2012 earnings would have been $11.8 million, or $0.29 per diluted share. The second quarter 2011 results included the sale of our Utah properties for a net gain of $98.7 million. Petrodelta reported net income during the second quarter of $72.0 million, as reported under International Financial Report Standards (IFRS), compared to $47.3 million for the same period in 2011. Harvest's 32 percent share of Petrodelta's net income for the second quarter as reported under U.S. GAAP was $18.1 million, compared to $14.6 million, for the same period one year ago. 42. On November 9, 2012, the Company issued a press release announcing its financial results for the second quarter ended September 30, 2012. For the quarter, the Company reported net income of $5.8 million, or $0.15 diluted EPS, as compared to net income of $7.7 million, or $0.20 diluted EPS, for the same period a year ago. The press release stated the following in relevant part: The third quarter 2012 results included exploration charges of $1.5 million, or $0.04 per diluted share, and $1.1 million, or $0.03 per diluted share, for transaction costs incurred related to the pending sale of our 32 percent interest in Petrodelta. Additionally, during the third quarter, Harvest incurred $1.0 million, or $0.02 per diluted share, in debt conversion expense and $0.6 million, or $0.02 per diluted share, in discontinued operations related to income taxes. Excluding the exploration charges, transaction costs, debt conversion expense, and discontinued operations charges, third quarter 2012 earnings would have been $10.0 million, or $0.26 per diluted share. Petrodelta reported net income during the third quarter of $45.7 million, as reported under International Financial Report Standards (IFRS), compared to $57.0 million for the same period in 2011. Petrodelta's decrease in net income for the quarter was primarily due to higher operational costs of $14.2 million resulting from a 30 percent increase in salaries and related benefits retroactive to October 2011. Harvest's 32 percent share of Petrodelta's net income for the third quarter as reported under U.S. GAAP was $16.2 million, compared to $14.8 million, for the same period one year ago. 44. The statements referenced in ¶¶ 19 - 43 above were materially false and/or misleading because they misrepresented and failed to disclose the following adverse facts, which were known to defendants or recklessly disregarded by them, including that: (1) the Company incorrectly capitalized certain lease maintenance costs and certain internal selling, general and administrative costs; (2) the Company improperly presented certain cash flow items and caused certain long-lived assets to be impaired; (3) the Company was unable to sell its interests in Petrodelta S.A. to PT Pertamina (Persero); (4) the Company lacked adequate internal and financial controls; and (5) as a result of the foregoing, the Company’s statements were materially false and misleading at all relevant times. 49. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or otherwise acquired Harvest Natural securities during the Class Period (the “Class”); and were damaged thereby. Excluded from the Class are defendants herein, the officers and directors of the Company, at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which defendants have or had a controlling interest. 50. The members of the Class are so numerous that joinder of all members is impracticable. Throughout the Class Period, Harvest Natural securities were actively traded on the NYSE. While the exact number of Class members is unknown to Plaintiff at this time and can be ascertained only through appropriate discovery, Plaintiff believes that there are hundreds or thousands of members in the proposed Class. Record owners and other members of the Class may be identified from records maintained by Harvest Natural or its transfer agent and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions. 52. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class and securities litigation. Plaintiff has no interests antagonistic to or in conflict with those of the Class. 53. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are: • whether the federal securities laws were violated by defendants’ acts as alleged herein; • whether statements made by defendants to the investing public during the Class Period misrepresented material facts about the business, operations and management of Harvest Natural; • whether the Individual Defendants caused Harvest Natural to issue false and misleading financial statements during the Class Period; • whether defendants acted knowingly or recklessly in issuing false and misleading financial statements; • whether the prices of Harvest Natural securities during the Class Period were artificially inflated because of the defendants’ conduct complained of herein; and • whether the members of the Class have sustained damages and, if so, what is the proper measure of damages. 54. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for members of the Class to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action. 56. Based upon the foregoing, Plaintiff and the members of the Class are entitled to a presumption of reliance upon the integrity of the market. 57. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein. 58. This Count is asserted against defendants and is based upon Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC. 60. Pursuant to the above plan, scheme, conspiracy and course of conduct, each of the defendants participated directly or indirectly in the preparation and/or issuance of the quarterly and annual reports, SEC filings, press releases and other statements and documents described above, including statements made to securities analysts and the media that were designed to influence the market for Harvest Natural securities. Such reports, filings, releases and statements were materially false and misleading in that they failed to disclose material adverse information and misrepresented the truth about Harvest Natural’s finances and business prospects. 62. Defendants were personally motivated to make false statements and omit material information necessary to make the statements not misleading in order to personally benefit from the sale of Harvest Natural securities from their personal portfolios. 62.4 percent increase over 2009. 63. Information showing that defendants acted knowingly or with reckless disregard for the truth is peculiarly within defendants’ knowledge and control. As the senior managers and/or directors of Harvest Natural, the Individual Defendants had knowledge of the details of Harvest Natural internal affairs. 65. During the Class Period, Harvest Natural securities were traded on an active and efficient market. Plaintiff and the other members of the Class, relying on the materially false and misleading statements described herein, which the defendants made, issued or caused to be disseminated, or relying upon the integrity of the market, purchased shares of Harvest Natural securities at prices artificially inflated by defendants’ wrongful conduct. Had Plaintiff and the other members of the Class known the truth, they would not have purchased said securities, or would not have purchased them at the inflated prices that were paid. At the time of the purchases by Plaintiff and the Class, the true value of Harvest Natural securities were substantially lower than the prices paid by Plaintiff and the other members of the Class. The market price of Harvest Natural securities declined sharply upon public disclosure of the facts alleged herein to the injury of Plaintiff and Class members. 66. By reason of the conduct alleged herein, defendants knowingly or recklessly, directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. 67. As a direct and proximate result of defendants’ wrongful conduct, Plaintiff and the other members of the Class suffered damages in connection with their respective purchases and sales of the Company’s securities during the Class Period, upon the disclosure that the Company had been disseminating misrepresented financial statements to the investing public. 69. During the Class Period, the Individual Defendants participated in the operation and management of Harvest Natural, and conducted and participated, directly and indirectly, in the conduct of Harvest Natural’s business affairs. Because of their senior positions, they knew the adverse non-public information about Harvest Natural’s misstatement of income and expenses and false financial statements. 70. As officers and/or directors of a publicly owned company, the Individual Defendants had a duty to disseminate accurate and truthful information with respect to Harvest Natural’s financial condition and results of operations, and to correct promptly any public statements issued by Harvest Natural which had become materially false or misleading. 71. Because of their positions of control and authority as senior officers, the Individual Defendants were able to, and did, control the contents of the various reports, press releases and public filings which Harvest Natural disseminated in the marketplace during the Class Period concerning Harvest Natural’s results of operations. Throughout the Class Period, the Individual Defendants exercised their power and authority to cause Harvest Natural to engage in the wrongful acts complained of herein. The Individual Defendants therefore, were “controlling persons” of Harvest Natural within the meaning of Section 20(a) of the Exchange Act. In this capacity, they participated in the unlawful conduct alleged which artificially inflated the market price of Harvest Natural securities. 73. By reason of the above conduct, the Individual Defendants are liable pursuant to Section 20(a) of the Exchange Act for the violations committed by Harvest Natural. Background

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10. The facsimiles encourage, “It only takes 5 minutes to see if you qualify for our 60 minute Survey.” Id. 11. The facsimiles request the recipients to call Defendant at 877-770-8660 to set up their interview. Id. 3 12. The facsimiles provide a time range for the calls and a contact person: Exhibit 1, “Thursday, November 1st – Tuesday, November 13th. . . call Connie”; and Exhibit 2, “May 26th, to Tuesday, May 30th. . . ask for Darlene.” Id. 13. Plaintiff and Defendant have no prior or existing business relationship, and Plaintiff did not give Defendant its number or consent to be sent a facsimile. 14. Defendant’s facsimiles contain no opt-out notice. 15. On information and belief, the facsimiles sent by Defendant to Plaintiff is a form facsimile that Defendant uses to solicit participation in its surveys and to market its services. 16. On information and belief, Defendant causes the time and date reference not to appear on its facsimiles. 17. On information and belief, Defendant continues to send such facsimiles nationwide without prior consent to do so. 18. Defendant’s transmission of the facsimiles caused damaged to Plaintiff, including, but not limited to, monetary loss due the costs of paper, ink and toner; monetary loss due to work interruption and the loss of employee time to review the facsimile; invasion of privacy; nuisance; trespass to its chattel by interfering with its office facsimile used to aid patients; stress; aggravation; and because a violation of the TCPA is itself a concrete injury. 19. All members of the proposed class below have suffered the same or substantially the same injury due to Defendant’s conduct as described herein. 20. Class Definition: Plaintiffs bring this action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of itself and a Class of similarly situated individuals or businesses, defined as follows: 4 All persons in the United States who received a facsimile from or on behalf of Defendant and who had no ongoing business relationship with Defendant and had not given consent to receive facsimiles from defendant or where the facsimiles did not provide optout language, within the four years prior to the filing of the Complaint until the class is certified. 21. Numerosity: The exact number of the number of class members is unknown and is not available to Plaintiff at this time, but individual joinder in this case is impracticable. The Class likely consists of thousands of individuals and businesses, given that extensive nature of Defendant’s business and the need to contact hundreds if not thousands of the individuals to participate in its surveys. Nonetheless, class members can be easily identified through Defendant’s or its agents’ records. 22. Commonality and Predominance: There are many questions of law and fact common to the claims of Plaintiff and members of the Class, and those questions predominate over any questions that may affect individual members of the Class. Common questions for the Class include but are not limited to the following: a) Whether Defendant sent the facsimiles or had them sent on its behalf; b) Whether Defendant had consent; c) Whether Defendant has processes in place to prevent these facsimiles; d) Whether Defendant’s conduct was willful; e) Whether Defendant’s facsimiles were solicitations; and f) Whether Defendant’s conduct constitutes a violation of the TCPA. 23. Typicality: Plaintiff’s claims are typical of the claims of other Class members and it sustained the same damages as other members of the Class as a result of Defendant’s actions. 5 24. Adequate Representation: Plaintiff will fairly and adequately represent and protect the interests of the Class, and Plaintiff has retained counsel competent and experienced in complex litigation and class actions including TCPA cases. Furthermore, Plaintiff has no interests antagonistic to the Class, and Defendant has no defenses unique to Plaintiff. Plaintiff and its counsel are committed to vigorously prosecuting this action on behalf of members of the Class, and they have the financial resources to do so. 25. Superiority: This case is appropriate for certification because class proceedings are the best method available for the fair and efficient adjudication of this controversy in light of the common issues across the class. 31. Plaintiff incorporates the foregoing allegations as if fully set forth herein. 32. The TCPA expressly prohibits unsolicited facsimile advertising, 47 U.S.C. § 227(b)(1)(C). 33. The TCPA defines an “unsolicited advertisement” as “any material advertising the commercial availability or quality of any property, goods, or services which is transmitted to any person without that person’s prior express invitation or permission in writing or otherwise.” 47 U.S.C. § 227(a)(5); 47 C.F.R. § 64.1200(f)(1). 34. The Sixth Circuit also looks to dictionary definitions of the word “advertising” to further clarify its meaning to “the action of calling something” of a “commercial nature” to the attention of the public.” Sandusky Wellness Center, LLC v. Medco Health Solutions, Inc., 788 F.3d 218, 221-222 (6th Cir. 2015).” 6 35. As such, a facsimile intending to draw the attention of the public to the desire of a defendant to enlist survey takers for a commercial purpose is an “advertisement” under the TCPA. See Lyngaas, D.D.S. v. J. Reckner Associates, Inc, U.S. Dist. Ct., E.D.Mich., 2:17-CV- 12867 (Order filed 07/31/18, ECF No. 29). Defendant violated this provision by sending an unsolicited facsimile to Plaintiff. 36. Accordingly, Defendant’s facsimile is regulated by the TCPA, and Defendants transmission of it without prior consent or a business relationship is unlawful. 37. As a result of Defendant’s unlawful conduct, Plaintiff and the members of the Class have suffered actual damages as set forth above. 38. Under 47 U.S.C. § 227(b)(3)(B), Plaintiff and members of the Class are each entitled to, inter alia, a minimum of $500 in statutory damages for each violation. 39. Should the Court determine that Defendant’s misconduct was willful and knowing, the Court may, pursuant to 47 U.S.C. § 227(b)(3)(C), treble the amount of statutory damages recoverable by Plaintiff and members of the Class to $1,500 for each violation. 7. Defendant sent the attached unsolicited one-page facsimiles to Plaintiff: Exhibit 1, on or around May 5, 2019, and Exhibit 2, on October 9, 2019. 8. Defendant’s name is printed on the top of each facsimile along with Defendant’s contact information, including fax number, phone, address, email and web address. 9. The facsimiles solicit the Plaintiff to call to qualify for a survey by offering an “Honorarium” for a specified dollar amount; Exhibit 1 for $150.00; and Exhibit 2 for $400.00. Violation of 47 U.S.C § 227 (On behalf of Plaintiff and the Class)

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2.1 guidelines; c. Regularly test user accessibility by blind or vision-impaired persons to ensure that Defendant’s Website complies under the WCAG 2.1 guidelines; and, d. Develop an accessibility policy that is clearly disclosed on Defendant’s Websites, with contact information for users to report accessibility-related problems. 21. Defendant is an eyewear company that owns and operates www.tycheandiset.com (its “Website”), offering features which should allow all consumers to access the goods and services and which Defendant ensures the delivery of such goods throughout the United States, including New York State. 22. Defendant’s Website offers products and services for online sale and general delivery to the public. The Website offers features which ought to allow users to browse for items, access navigation bar descriptions, inquire about pricing, and avail consumers of the ability to peruse the numerous items offered for sale. 23. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient NVDA screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using a screen-reader. 24. On multiple occasions, the last occurring in September of 2020, Plaintiff visited Defendant’s website, www.tycheandiset.com, to make a purchase. Despite her efforts, however, Plaintiff was denied a shopping experience similar to that of a sighted individual due to the website’s lack of a variety of features and accommodations, which effectively barred Plaintiff from being able to determine what specific products were offered for sale. 26. Many features on the Website also fail to Add a label element or title attribute for each field. This is a problem for the visually impaired because the screen reader fails to communicate the purpose of the page element. It also leads to the user not being able to understand what he or she is expected to insert into the subject field. As a result, Plaintiff and similarly situated visually impaired users of Defendant’s Website are unable to enjoy the privileges and benefits of the Website equally to sighted users. 27. Many pages on the Website also contain the same title elements. This is a problem for the visually impaired because the screen reader fails to distinguish one page from another. In order to fix this problem, Defendant must change the title elements for each page. 28. The Website also contained a host of broken links, which is a hyperlink to a non- existent or empty webpage. For the visually impaired this is especially paralyzing due to the inability to navigate or otherwise determine where one is on the website once a broken link is encountered. For example, upon coming across a link of interest, Plaintiff was redirected to an error page. However, the screen-reader failed to communicate that the link was broken. As a result, Plaintiff could not get back to her original search. 29. These access barriers effectively denied Plaintiff the ability to use and enjoy Defendant’s website the same way sighted individuals do. 31. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, products, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from equal access to the Website. 32. If the Website were equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 33. Through her attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 35. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 36. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 38. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 39. Defendant has, upon information and belief, invested substantial sums in developing and maintaining their Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making their Website equally accessible to visually impaired customers. 40. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 42. Plaintiff, on behalf of herself and all others similarly situated, seeks to certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 43. Common questions of law and fact exist amongst the Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYCHRL. 44. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 46. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 47. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 48. Plaintiff, on behalf of herself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 49. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 51. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 52. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 53. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 55. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 56. Plaintiff, on behalf of herself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 57. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 58. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 59. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 61. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 62. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 63. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 65. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes her right to injunctive relief to remedy the discrimination. 66. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 67. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 68. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 69. Plaintiff, on behalf of herself and the Class and New York City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 71. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYCHRL

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(Failure to Pay Overtime Wages) 20. Defendant operates and has operated “call centers” in Arizona and across the nation where telephone-dedicated employees similar to Plaintiff handle phone calls regarding banking and investment services offered by Defendant to its customers. 22. Prior to starting work on the call center floor, Plaintiff and other similarly situated telephone-based employees were and are interviewed by employees and managers of Defendant and Aerotek. 23. Defendant had the power to hire and fire Plaintiff and other persons similarly situated. 24. At the Bank of America call center where Plaintiff Colon worked, both Bank of America and Aerotek had managers on the floor of the call center during the workday, managing the work activities of the Plaintiff and other similarly situated persons. 25. Defendant does not allow telephone-based employees to use its phones and computers for any personal use. Additionally, Defendant generally prohibits and does not allow telephone-based employees to use their own personal cell phones on the call center floor. Under Defendant’s policies and practices, telephone-based employees are required to store their personal cell phones during the work day and can generally only use them on breaks and off the call center floor. 26. At the Bank of America call center where Plaintiff worked, Defendant’s managers on the call center floor could and did regularly see with their own eyes that Plaintiff and similarly situated telephone-based employees arrived at their work stations before the start of their scheduled shift time, logged into Defendant’s computers, and began working on their computers prior to the start of their scheduled shift time. 27. Despite seeing and knowing that Plaintiff and similarly situated telephone- based employees performed work at their work stations prior to their scheduled shift time start, Defendant and its managers on the floor of the call center did not make any effort to stop or otherwise disallow this pre-shift work and instead allowed and permitted it to happen. 29. By possessing, controlling and/or accessing this information, Defendant knew that Plaintiff and similarly situated telephone-based employees worked prior to the start of their scheduled shift time. 30. Despite having this information and knowing that Plaintiff and similarly situated telephone-based employees logged into their computers, initialized necessary software programs, and read company issued emails and instructions prior to the start of their scheduled shift time, Defendant did not make any effort to stop or otherwise disallow this pre-shift work and instead allowed and permitted it to happen. 31. Defendant knowingly required and/or permitted Plaintiff and those similarly situated to him to perform unpaid work before and after the start and end times of their shifts, including but not limited to booting up computers, initializing several software programs, and reading company issued emails and instructions prior to the start of their scheduled shift time, and completing customer service calls, closing down the software programs, and logging off the system after the end of their scheduled shift times. 32. In addition, by having managers on the call center floor and having access to the electronic data, among other things, Defendant was aware that Plaintiff and those similarly situated to him also performed work for Defendant on their break periods, for which they were not paid. The work that Plaintiff and similarly situated employees performed during break periods includes, but is not limited to, completing customer orders, finishing customer service calls, logging back into the phone system, re-booting their computers and initializing software programs. 33. The amount of uncompensated time Plaintiff and those similarly situated to him spend or have spent on these required and unpaid work activities averages approximately fifteen to twenty minutes per day per person. 35. Defendant’s policy and practice permits and/or requires telephone-based employees to be logged into their phones by the employee’s scheduled start time. 36. In order to be logged into Defendant’s telephone systems, Defendant required and/or permitted Plaintiff and similarly situated telephone-based employees to arrive at their work station prior to their scheduled shift time and boot up computers, initialize several software programs, and read company emails and instructions. 37. Defendant’s policy and practice disciplines telephone-based employees if they are not logged into their phones and ready to handle calls by the start of their scheduled shift time. 38. This policy and practice of Defendant results in telephone-based employees, including the Plaintiff, to boot up their computers, initialize several software programs and/or read company emails and instructions prior to their start of their scheduled shift time. 39. As set forth herein, via their policies and practices and through their own telephone and computer systems, Defendant knew and was aware that the telephone- based employees performed work prior to the start of their scheduled shift. 40. Defendant did not instruct Plaintiff and similarly situated telephone-based employees to not log into their computers or telephone, or to not read company emails prior to the start of their scheduled shift time. Rather, Defendant required, permitted and/or allowed Plaintiff and the putative class members to work prior to their scheduled shift time. 42. Defendant determined the rate of pay for Plaintiff other similarly situated persons. 43. Defendant’s managers reviewed and approved the time records of Plaintiff and other similarly situated persons prior to them receiving their paychecks. 44. Defendant supervised and controlled the work schedule of Plaintiff and other similarly situated persons. 45. Defendant was involved in determining the actual amount of compensation paid to Plaintiff and other similarly situated persons. 46. Plaintiff and those employees similarly situated are individuals who were, or are, employed by Defendant in customer service, sales, and similar positions at Defendant’s call centers who were not paid for some or all of their work activities prior to the beginning of their shifts, during meal and rest breaks, or after the end of their shifts. 47. Plaintiff and the other employees are similarly situated to one another because their duties consisted primarily of providing services related to handling phone calls regarding banking and investment services offered by Defendant to its customers while working in Defendant’s call centers. Plaintiff and others similarly situated all shared similar policies, job titles, job descriptions, training, job duties and compensation, among other things. 49. The net effect of Defendant’s policies and practices, instituted and approved by company managers, is that Defendant willfully failed to pay regular and overtime compensation to Plaintiff and others similarly situated, and willfully failed to keep accurate time records to save payroll costs. Defendant thus enjoyed ill-gained profits at the expense of its hourly employees. 50. Plaintiff and others similarly situated at times work or worked in excess of forty hours per week for Defendant in a given workweek. 51. Defendant’s policy and practice of requiring and/or permitting its employees, including Plaintiff and other non-exempt, hourly employees, to perform work without pay for such work performed, violates Section 6 of the FLSA, 29 U.S.C. § 206. 52. Defendant’s policy and practice of requiring its employees to perform work without pay in many instances has caused and continues to cause Plaintiff and certain other similarly situated hourly employees to work in excess of forty hours per week, without being properly compensated at a wage of 1.5 times their respective hourly rate for such work performed, as required by Section 7 of the FLSA, 29 U.S.C. § 207. 53. Defendant’s failure to compensate its non-exempt, hourly call center employees with the full amount of the applicable regular wage or overtime wage has caused Plaintiff and other similarly situated non-exempt call center employees to suffer harm. 54. Defendant’s non-exempt, call center hourly employees are entitled to compensation for all time they worked without pay in any given workweek. 56. Plaintiff has actual knowledge that FLSA Class Members have also been denied overtime pay for hours worked over forty hours per workweek. That is, Plaintiff worked with other telephone dedicated employees who worked at the Bank of America call center. As such, he has first-hand personal knowledge that the same pay violations occurred to other class members. Furthermore, other telephone dedicated employees at Defendant’s call centers have shared with him similar pay violation experiences as those described in this complaint. 57. Other employees similarly situated to Plaintiff work or have worked at Defendant’s call centers, but were not paid overtime at the rate of one and one-half their regular rate when those hours exceeded forty hours per workweek. 58. Although Defendant permitted and/or required the FLSA Class Members to work in excess of forty hours per workweek, Defendant has denied them full compensation for their hours worked over forty. Defendant has also denied them full compensation at the federally mandated minimum wage rate. 59. FLSA Class Members perform or have performed the same or similar work as Plaintiff. 60. FLSA Class Members regularly work or have worked in excess of forty hours during a workweek. 61. FLSA Class Members are not exempt from receiving overtime pay at the federally mandated wage rate under the FLSA. 62. As such, FLSA Class Members are similar to Plaintiff in terms of job duties, pay structure, and the denial of overtime and wages. 64. The experiences of Plaintiff, with respect to his pay, are typical of the experiences of the FLSA Class Members. 65. The specific job titles or precise job responsibilities of each FLSA Class Member does not prevent collective treatment. 66. All FLSA Class Members, irrespective of their particular job requirements, are entitled to overtime compensation for hours worked in excess of forty during a workweek. 67. Although the exact amount of damages may vary among FLSA Class Members, the damages for the FLSA Class Members can be easily calculated by a simple formula. The claims of all FLSA Class Members arise from a common nucleus of facts. Liability is based on a systematic course of wrongful conduct by Defendant that caused harm to all FLSA Class Members. 68. As such, Plaintiff brings his FLSA overtime as a collective action on behalf of the following class, and Plaintiff’s Counsel seek to send notice of this lawsuit to the following described persons: All persons who worked for Defendant as telephone dedicated employees, however titled, who were compensated, in part or in full, on an hourly basis at Defendant’s call centers at any time between January 7, 2013 and the present who did not receive the full amount of overtime wages earned and owed to them. 69. There are questions of law or fact common to the employees described in paragraph 68. 70. Plaintiff is similarly situated to the employees described in paragraph 68, as Plaintiff’s claims are typical of the claims of those persons. 72. This is not a collusive or friendly action. Plaintiff has retained counsel experienced in complex employment litigation, and Plaintiff and his counsel will fairly and adequately protect the interests of the persons described in paragraph 68. 73. A collective action is the most appropriate method for the fair and efficient resolution of the matters alleged in Count I. 74. At all relevant times, Defendant employed Plaintiff and the persons described in paragraph 68. 75. At all relevant times, Defendant paid Plaintiff and the persons described in paragraph 68 to work. 76. At all relevant times, Defendant has been an “employer” of Plaintiff and the persons described in paragraph 68, as the term “employer” is defined by Section 3(d) of the FLSA, 29 U.S.C. § 203(d). 77. At all relevant times, Plaintiff and the persons described in paragraph 68 have been “employees” of Defendant as defined by Section 3(e) of the FLSA, 29 U.S.C. § 203(e). 78. Plaintiff re-alleges and incorporates by reference paragraphs 1 through 77 as paragraph 78 of this Count I. 79. Plaintiff, individually and on behalf and the members of the class described in paragraph 68, asserts claims for unpaid overtime pursuant to the FLSA. 80. At any and all times relevant hereto, Defendant was an “enterprise engaged in commerce” within the meaning of Section 3(s) of the FLSA, 29 U.S.C. § 203(s). 82. At any and all times relevant hereto, Plaintiff and the members of the class described in paragraph 68 were “employees” of Defendant as defined by Section 3(e) of the FLSA, 29 U.S.C. § 203(e). 83. Plaintiff and the members of the class described in paragraph 68 were not paid for all time worked in excess of 40 hours in a week during the applicable statutory time period, in violation of the maximum hours provisions of the FLSA, 29 U.S.C. § 207. 84. At all times relevant hereto, Defendant’s failure to pay Plaintiff and the members of the class described in paragraph 68 premium pay for all time worked over 40 hours in a week was willful in that, among other things: a. Defendant knew that the FLSA required it to pay time and one-half for all time worked over 40 hours in a week; b. Defendant failed to maintain true and accurate time records; and c. Defendant encouraged Plaintiff and other similarly situated employees to not record all time worked. 85. As a direct and proximate result thereof, Plaintiff and the members of the class described in paragraph 68 are due unpaid back wages and liquidated damages, pursuant to 29 U.S.C. § 216. A. Defendant’s Practice of Requiring and/or Permitting Telephone-Based Hourly Employees to Work Before the Start of Their Scheduled Shift Time

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25. On or about December 1, 2015, Plaintiff became a member of Defendant’s fitness facility. 26. In 2018, Plaintiff cancelled his membership with Defendant. 27. Subsequently, on or about August 10, 2018, Defendant caused an automated text message to be transmitted to Plaintiff’s cellular telephone number ending in 7547 (“7547 Number”): 28. The text message constitutes marketing because it promotes and attempts to sell Defendant’s fitness facility. 29. Specifically, the text message states “[w]e’re making it easier than ever to come back to PF. For a limited time you can rejoin for $1 Down and get ONE MONTH FREE.” 30. The text message also offers the use of two differnet promo codes for additional discounts on a membership at Defendant’s fitness facility. 32. The Website includes additional marketing including the offer of three different membership options including a back to school special at $10.00 a month, and a black card membership at $21.99 a month. 33. Upon information and belief, Defendant caused similar text messages to be sent to individuals residing within this judicial district. 34. At no point in time did Plaintiff provide Defendant with his express written consent to be contacted with telemarketing text messages using an ATDS. 36. The impersonal and generic nature of Defendant’s text messages establishes that Defendant utilized an ATDS to transmit the messages. See Jenkins v. LL Atlanta, LLC, No. 1:14-cv- 2791-WSD, 2016 U.S. Dist. LEXIS 30051, at *11 (N.D. Ga. Mar. 9, 2016) (“These assertions, combined with the generic, impersonal nature of the text message advertisements and the use of a short code, support an inference that the text messages were sent using an ATDS.”) (citing Legg v. Voice Media Grp., Inc., 20 F. Supp. 3d 1370, 1354 (S.D. Fla. 2014) (plaintiff alleged facts sufficient to infer text messages were sent using ATDS; use of a short code and volume of mass messaging alleged would be impractical without use of an ATDS); Kramer v. Autobytel, Inc., 759 F. Supp. 2d 1165, 1171 (N.D. Cal. 2010) (finding it “plausible” that defendants used an ATDS where messages were advertisements written in an impersonal manner and sent from short code); Robbins v. Coca-Cola Co., No. 13-CV-132- IEG NLS, 2013 U.S. Dist. LEXIS 72725, 2013 WL 2252646, at *3 (S.D. Cal. May 22, 2013) (observing that mass messaging would be impracticable without use of an ATDS)). 37. The number (63565) that transmitted the text message is operated by or on behalf of Defendant. 38. The number used by Defendant (63565) is known as a “short code,” a standard 5-digit code that enables Defendant to send SMS text messages en masse. 39. To send the text messages, Defendant used a messaging platform that permitted Defendant to transmit thousands of automated text messages without any human involvement. 40. The platform utilized by Defendant has the current capacity or present ability to generate or store random or sequential numbers or to dial sequentially or randomly at the time the call is made, and to dial such numbers, en masse, in an automated fashion without human intervention. 42. Plaintiff brings this case as a class action pursuant to Fed. R. Civ. P. 23, on behalf of himself and all others similarly situated. 43. Plaintiff brings this case on behalf of the below defined Class: All persons within the United States who, within the four years prior to the filing of this Complaint, were sent a text message using the same type of equipment that was used to text message Plaintiff, from Defendant or anyone on Defendant’s behalf, to said person’s cellular telephone number, advertising Defendant’s services, without the recipients’ prior express written consent. 44. Defendant and their employees or agents are excluded from the Class. Plaintiff does not know the number of members in the Class but believes the Class members number in the several thousands, if not more. 47. There are numerous questions of law and fact common to the Class which predominate over any questions affecting only individual members of the Class. Among the questions of law and fact common to the Class are: (1) Whether Defendant made non-emergency calls to Plaintiff and Class members’ cellular telephones using an ATDS; (2) Whether Defendant can meet their burden of showing that it obtained prior express written consent to make such calls; (3) Whether Defendant’s conduct was knowing and willful; (4) Whether Defendant is liable for damages, and the amount of such damages; and (5) Whether Defendant should be enjoined from such conduct in the future. 48. The common questions in this case are capable of having common answers. If Plaintiff’s claim that Defendant routinely transmits text messages to telephone numbers assigned to cellular telephone services is accurate, Plaintiff and the Class members will have identical claims capable of being efficiently adjudicated and administered in this case. 53. Plaintiff re-alleges and incorporates the foregoing allegations as if fully set forth herein. 54. It is a violation of the TCPA to make “any call (other than a call made for emergency purposes or made with the prior express consent of the called party) using any automatic telephone dialing system … to any telephone number assigned to a … cellular telephone service ….” 47 U.S.C. § 227(b)(1)(A)(iii). 56. These calls were made without regard to whether or not Defendant had first obtained express permission from the called party to make such calls. In fact, Defendant did not have prior express consent to call the cell phones of Plaintiff and the other members of the putative Class when its calls were made. 57. Defendant has, therefore, violated § 227(b)(1)(A)(iii) of the TCPA by using an automatic telephone dialing system to make non-emergency telephone calls to the cell phones of Plaintiff and the other members of the putative Class without their prior express written consent. 58. Defendant knew that it did not have prior express consent to make these calls and knew or should have known that it was using equipment that at constituted an automatic telephone dialing system. The violations were therefore willful or knowing. 59. As a result of Defendant’s conduct and pursuant to § 227(b)(3) of the TCPA, Plaintiff and the other members of the putative Class were harmed and are each entitled to a minimum of $500.00 in damages for each violation. Plaintiff and the class are also entitled to an injunction against future calls. Id. PROPOSED CLASS Violations of the TCPA, 47 U.S.C. § 227(b) (On Behalf of Plaintiff and the Class)

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11. Plaintiff brings this action as a state wide class action, pursuant to Rule 23 of the Federal Rules of Civil Procedure (hereinafter “FRCP”), on behalf of himself and all New Jersey consumers and their successors in interest (the “Class”), who have received debt collection letters and/or notices from the Defendants which are in violation of the FDCPA, as described in this Complaint. 12. This Action is properly maintained as a class action. The Class consists of:  All New Jersey consumers who were sent letters and/or notices from SOKOLOFF, which contained at least on one of the alleged violations of 15 U.S.C. § 1692 et seq. as set forth herein.  The Class period begins one year to the filing of this Action. 13. The Class satisfies all the requirements of Rule 23 of the FRCP for maintaining a class action:  Upon information and belief, the Class is so numerous that joinder of all members is impracticable because there are hundreds and/or thousands of persons who were sent debt collection letters and/or notices from the Defendants that violate specific provisions of the FDCPA. Plaintiff is complaining of a standard form letter, notice and/or practice. (See Exhibit A, except that the undersigned attorney has, in accordance with Fed. R. Civ. P. 14. Plaintiff is at all times to this lawsuit, a "consumer" as that term is defined by 15 U.S.C. § 1692a(3). 15. At some time prior to December 25, 2014, Plaintiff allegedly incurred a financial obligation to PRINCETON RADIOLOGY ASSOCIATES ("PRINCETON RADIOLOGY"). 16. The PRINCETON RADIOLOGY obligation arose out of a transaction, in which money, property, insurance or services, which are the subject of the transaction, are primarily for personal, family or household purposes. 17. The PRINCETON RADIOLOGY obligation is a "debt" as defined by 15 U.S.C. § 1692a(5). 19. At some time prior to December 25, 2014, the PRINCETON RADIOLOGY obligation was placed with SOKOLOFF for the purpose of collection. 20. At the time the PRINCETON RADIOLOGY obligation was placed with SOKOLOFF for the purpose of collection, the balance was past due. 21. At the time the PRINCETON RADIOLOGY obligation was placed with SOKOLOFF for the purpose of collection, the obligation was in default. 22. SOKOLOFF caused to be delivered to Plaintiff a letter dated December 25, 2014, which was addressed to Plaintiff. Exhibit A. 23. The December 25, 2014 letter was sent to Plaintiff in connection with the collection of the PRINCETON RADIOLOGY obligation. 24. The December 25, 2014 letter is a “communication” as defined by 15 U.S.C. § 1692a(2). 25. Upon receipt, Plaintiff read the December 25, 2014 letter. 26. The December 25, 2014 letter states in part: 39. Plaintiff, on behalf of himself and others similarly situated, repeats and realleges all prior allegations as if set forth at length herein. 40. Collection letters and/or notices, such as those sent by Defendant, are to be evaluated by the objective standard of the hypothetical “least sophisticated consumer.” 41. Defendant violated 15 U.S.C. § 1692e of the FDCPA by using any false, deceptive or misleading representation or means in connection with his attempts to collect debts from Plaintiff and others similarly situated. 43. Section 1692e(3) of the FDCPA prohibits a debt collector from falsely representing or implying that any communication is from an attorney. 44. Defendant violated 15 U.S.C. § 1692e(3) of the FDCPA by falsely representing meaningful attorney involvement in his collection letters to Plaintiff and others similarly situated. 45. Defendant violated 15 U.S.C. § 1692 et seq., § 1692e and § 1692e(3) of the FDCPA by causing Plaintiff and others similarly situated to be confused as to whether Defendant was meaningfully involved in the collection attempts as an attorney. 46. Defendant violated 15 U.S.C. § 1692 et seq., § 1692e and § 1692e(3) of the FDCPA by causing Plaintiff and others similarly situated to be confused as to whether Defendant was acting as an attorney in his collection attempts and whether Defendant’s collection letters implied potential legal action. 47. Defendant violated 15 U.S.C. § 1692e and § 1692e(3) of the FDCPA by making a false, deceptive, or misleading representation in his collection letters to Plaintiff and others similarly situated regarding his level of meaningful attorney involvement. 48. Section 1692e(5) of the FDCPA prohibits a debt collector from threatening to take any action that cannot legally be taken. 49. Defendant’s December 25, 2014 letter violated 15 U.S.C. §1692e(5) by falsely implying that a lawsuit could be instituted by Defendant. FAIR DEBT COLLECTION PRACTICES ACT, 15 U.S.C. § 1692 et seq. VIOLATIONS “IF YOU HAVE NOT ALREADY MADE AN ARRANGMENT WITH MY OFFICE, PLEASE REMIT THE BALANCE DUE DIRECTLY TO THIS OFFICE SO I MAY CLOSE OUT THIS

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1. � Whether Defendant’s conduct as alleged herein constituted conversion. 20. This action is brought and may properly be maintained as a class action pursuant to Fed. R. Civ. P. 23. This action satisfies the numerosity, commonality, typicality, adequacy requirements under Rule 23 (a). Additionally, prosecution of Plaintiffs claims separately from the putative class’s claims would create a risk of inconsistent or varying adjudications under Rule 23 (b) (1) (A). Furthermore, the questions of law or fact that are common in this action predominate over any individual questions of law or fact making class representation the superior method to adjudicate this controversy under Rule 23 (b) (3). 21. Plaintiff brings this action as a class action on behalf of itself and all others similarly situated as members of the Class, initially defined as follows: All persons who were sent one or more telephone facsimile messages on or after four years prior to the filing of this action, that (1) advertised the commercial availability of property, goods, or services offered by "BMW Bank of North America", and (2) that did not contain an opt -out notice that complied with federal law. 22. Excluded from the Class are Defendants, any entity in which Defendants have a controlling interest, any officers or directors of Defendants, the legal representatives, heirs, successors, and assigns of Defendants, and any Judge assigned to this action, and his or her family. 25. Typicality of claims: Plaintiffs claims are typical of the claims of the Class because Plaintiff and all Class members were injured by the same wrongful practices. Plaintiff and the members of the Class are all individuals who received fax advertisements from Defendants that were unsolicited and/or did not contain the proper opt -out clause under the TCPA. Under the facts of this case, because the focus of the conduct is upon Defendants’ conduct, if Plaintiff prevails on its claims, then the putative Class members must necessarily prevail as well. 27. Prosecution of Separate Claims Would Yield Inconsistent Results: Even though the questions of fact and law in this action are predominately common to Plaintiff and the putative Class members, separate adjudication of each Class member’s claims would yield inconsistent and varying adjudications. Such inconsistent rulings would create incompatible standards for Defendants to operate under if/when Class members bring additional lawsuits concerning the same unsolicited fax advertisements of if Defendants choose to advertise by fax again in the future. 29. Plaintiff incorporates the preceding paragraphs as though fully set forth herein. 30. Plaintiff brings Count I on behalf of itself and a class of similarly situated persons. 31. The TCPA prohibits the "use of any telephone facsimile machine, computer or other device to send an unsolicited advertisement to a telephone facsimile machine.... " 47 U.S.C. § 227 (b) (1). 32. The TCPA defines "unsolicited advertisement," as "any material advertising the commercial availability or quality of any property, goods, or services which is transmitted to any person without that person’s express invitation or permission." 47 U.S.C. § 227 (a) (4). 33. The TCPA provides: 48. � Plaintiff incorporates paragraphs 1 through 28 as though fully set forth herein. 49. Plaintiff brings Count II on behalf of itself and a class of similarly situated persons. 50. By sending Plaintiff and the other Class members unsolicited faxes, Defendants improperly and unlawfully converted their fax machines, toner and paper to their own use. Defendants also converted Plaintiffs employees’ time to their own use. 51. Immediately prior to the sending of the unsolicited faxes, Plaintiff and the other Class members owned an unqualified and immediate right to possession of their fax machines, paper, toner, and employee time. 52. By sending the unsolicited faxes, Defendants permanently misappropriated the Class members’ fax machines, toner, paper, and employee time to their own use. Such misappropriation was wrongful and without authorization. 53. Defendants knew or should have known that its misappropriation of paper, toner, and employee time was wrongful and without authorization. 54. Plaintiff and the other Class members were deprived of the use of their fax machines, paper, toner, and employee time, which could no longer be used for any other purpose. Plaintiff and each Class member thereby suffered damages as a result of their receipt of unsolicited fax advertisements from Defendants. TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. 227

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20. Defendant is in the business of performing general residential construction, including painting, roofing, tiling, pouring concrete, and other handyman work in southwestern Louisiana. Defendant employs several manual laborers at various job sites simultaneously. 21. Defendant paid Plaintiff by check. 23. Defendant never paid Plaintiff one-and-half times his hourly rate for all hours worked in excess of forty in a workweek. 24. Defendant willfully violated Plaintiff’s rights under the FLSA because Defendant knew or showed reckless disregard for the fact that his compensation practices violated the FLSA. Defendant was and is aware of the custom and practice of overtime pay from his experience and expertise in the industry in which he works. 25. Defendant paid the named Plaintiff and other similarly situated employees at an hourly rate for work performed. 26. Defendant treated the named Plaintiff and other similarly situated employees as exempt from the FLSA’s overtime requirements. 27. When the named Plaintiff and other similarly situated employees worked for Defendant, they were not exempt from the FLSA’s overtime requirement. 28. Plaintiff incorporates by reference each of the preceding allegations as though fully set forth herein. 30. Defendant willfully violated the overtime provisions of the FLSA, 29 U.S.C. § 207(a) by not paying Plaintiff and other similarly situated employees one-and-a-half times their regular rate for all hours worked in excess of forty in a workweek from at least May 2013 and continuing until the present. 31. As a consequence of Defendant’s FLSA violations, Plaintiff and other similarly situated employees are entitled to recover their unpaid overtime wages, plus an additional amount in liquidated damages, pursuant to 29 U.S.C. § 216(b). Fair Labor Standards Act – FLSA Overtime Class

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33. Under this system, 8 U.S.C. § 1151(a) sets forth four different categories of individuals who may be issued immigrant visas and the individual numeric annual limitations for each category; § 1151(b) sets forth specific categories of individuals not subject to the numerical limitation; and § 1152 sets a cap on the maximum number of immigrant visas that can be issued to the nationals of any given country each year. 35. Under 8 U.S.C. § 1152, the per-country limit for preference immigrants is set at 7 percent of the total annual family-sponsored and employment-based preference limits. This limit means that no single country can receive more than 7 percent of the total green cards issued in a year (unless they would otherwise go unused). 36. Within the INA’s visa allocation system, qualifying family members or employers are allowed to “sponsor” a noncitizen (the “beneficiary”) and any “derivatives”—i.e., the noncitizen beneficiary’s spouse and unmarried minor children under the age of 21—for an immigrant visa. To do so, a family member or employer must file either a Form I-130, Petition for Alien Relative, or Form I-140, Petition for Alien Worker, with U.S. Citizenship and Immigration Services (“USCIS”) on behalf of the “beneficiary.” This form establishes the necessary family or employer-employee relationship to qualify for an immigrant visa. 38. Demand for immigrant visas regularly exceeds supply. Scialabba v. Cuellar de Osorio, 573 U.S. 41, 48 (2014). “As a consequence, the principal beneficiary of an approved petition is placed in a queue with others in her category (F1, F2A, or what have you) in order of ‘priority date’—that is, the date a petition was filed with USCIS.” Id. (citing 8 U.S.C. § 1153(e)(1); 8 C.F.R. § 204.1(b); 22 C.F.R. § 42.53(a) (2013)). Section 1153(e) thus provides that family-sponsored and employment-based preference visas “shall” be issued to eligible immigrants in the order in which a petition on behalf of each has been filed—that is, according to the “priority date” of the underlying visa petition. 39. The queues for each preference category are critical because a family member or prospective employee abroad cannot apply for lawful permanent residence until a visa is immediately available, or when the visa petition’s priority date becomes “current.” The Department of State issues a monthly Visa Bulletin organized according to country of origin and visa preference category.5 If there are sufficient visas available for applicants from a specific country and of a specific preference category, then the Visa Bulletin lists that combination as “current,” and all applicants matching that combination may file an application and receive the visa regardless of their priority date. Similarly, the Visa Bulletin will provide final action dates for oversubscribed categories that allow those with priority dates on or before the provided date to finalize their visa applications and pursue their immigrant visas. 41. Among family-based immigrants, Congress has prioritized the admission of “immediate relatives”—i.e., the parents, spouses, and minor unmarried children of United States citizens, because Congress did not place a numeric cap on the issuance of immigrant visas for immediate relatives. 8 U.S.C. § 1151(b). This means that there is no “queue” for such family members, and their petition’s “priority date” is of no consequence to when their visa may issue. 42. By contrast to an “immediate relative,” other family members are placed in preference categories that are tiered according to the family member’s relationship with the petitioning family member. 8 U.S.C. §§ 1153(a)(1)-(4); see Cuellar de Osorio, 573 U.S. at 46– 48. The family-based immigration preference classes set by Congress, along with the applicable visa allocations, are: Preference Number of Visas Allocated Eligible Individuals First (“F1”) 23,400, plus any numbers not required for the fourth preference Unmarried Sons and Daughters (21 years old or older) of U.S. Citizens Second STATUTORY BACKGROUND

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(Unfair and Deceptive Acts and Practices in Violation of the California Consumers Legal Remedies Act) (Violation of California’s Unfair Competition Law) 1. Whether Defendants charged the $3.50 to all rentals originating at the San Diego Airport as a policy and practice during the Class Period; 13. On April 10, 2018, the Board of Port Commissioners of the San Diego Unified Port District adopted Resolution 2018-065, which purported to re-enact San Diego Port Ordinance 2030 and imposed a special tax, disguised as a “user fee,” on car renters. The special tax is a charge of $3.50 that renters are assessed for each rental car transaction that takes place on San Diego Port tidelands, which includes San Diego International Airport and the adjacent Rental Car Center. 14. Ordinance 2030 was enacted approximately twenty years ago to fund a parking structure near the San Diego Convention Center and Airport. Collection of fees under Ordinance 2030 was suspended over a decade ago. 41. Plaintiff brings this action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of himself and all other similarly situated individuals (the “Class”), defined as follows: All United States citizens who rented a vehicle from one of the Defendants in San Diego, California from the period of April 10, 2018 to the present and who were assessed a $3.50 fee. Excluded from the Class are any of Defendants’ officers, directors, or employees; officers, directors, or employees of any entity in which Defendants currently have or have had a controlling interest; and Defendants’ legal representatives, heirs, successors, and assigns. 42. At this time, Plaintiff does not know the exact number of Class members; however, given the nature of the claims and the number of individuals who rented vehicles in San Diego Airport during the Class period, Plaintiff believes that the Class members are so numerous that joinder of all members is impracticable. 43. There is a well-defined community of interest in the questions of law and fact involved in this case. The following questions of law and fact are common to the Class members and predominate over questions that may affect individual Class members: 51. Plaintiff incorporates by reference each of the allegations contained in the preceding paragraphs of this Complaint and further alleges as follows. 52. This cause of action is brought pursuant to the California Consumers Legal Remedies Act, Cal. Civ. Code §§ 1750-1785 (the “CLRA”). 53. Plaintiff and the other Class members are “consumers,” as the term is defined by California Civil Code § 1761(d), because they purchased and/or leased the car rentals at issue for personal, family, or household purposes. 54. Plaintiff and Defendants, and the other Class members and Defendants, have engaged in “transactions,” as that term is defined by California Civil Code §1761(e). 55. The conduct alleged in this complaint constitutes unfair methods of competition and unfair and deceptive acts and practices for the purpose of the CLRA, and the conduct was undertaken by Defendants in transactions intended to result in, and which did result in, the sale or lease of goods to consumers. 62. Plaintiff incorporates by reference each of the allegations contained in the preceding paragraphs of this Complaint and further alleges as follows. 63. By committing the acts and practices alleged herein, Defendants have violated California’s Unfair Competition Law (“UCL”), Cal. Bus. & Prof. Code §§ 17200-17210, as to the Class as a whole, by engaging in unlawful, fraudulent, and unfair conduct. A. The Illegal Tax

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15. Defendant is an online retailer of towels and dryer balls. On the Website, one can purchase items including bath towels, hand towels, dryer balls and similar items. Without any brick and mortar stores, the Website is the exclusive point of sale for customers to purchase products directly from Defendant. 16. Defendant’s Website is heavily integrated with its online retail operations. Through the Website, customers can learn about Defendant’s products, including materials used and care instructions; read reviews; get answers to frequently asked questions and get contact information. -7- 17. The Website is a commercial marketplace. As mentioned above, the website is Defendant’s main point of sale. Through the Website, customers can complete a purchase for delivery, learn about the shipping and return policy and contact the company. 18. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff Fischler and other blind or visually-impaired users access to its Website, thereby denying the facilities and services that are offered and integrated with its online retail operations. Due to its failure and refusal to remove access barriers to its Website, Plaintiff Fischler and visually-impaired persons have been and are still being denied equal access to Defendant’s online retail operations and the numerous facilities, goods, services, and benefits offered to the public through its Website. 19. Plaintiff Fischler cannot use a computer without the assistance of screen- reading software. He is, however, a proficient screen-reader user and uses it to access the Internet. He has visited the Website on separate occasions using screen-reading software. 20. During his visits to the Website, the last occurring on or about November 15, 2020, Plaintiff Fischler encountered multiple access barriers that denied him the enjoyment of the facilities, goods, and services of the Website, as well as to the goods and services of Defendant’s online retail operations services. Because of these barriers he was unable to, substantially equal to sighted individuals: a. Know what is on the Website. This is due in part to the non-text images, which are not accompanied by the requisite alternative text. If detected, images are labeled only with the product names. However, many others are not picked up by the screen reader. For example, on the page for towels, no images are detected. Also on this -8- page, color options and prices are not detected, therefore Plaintiff Fischler is unable to learn about critical product information equal to sighted users. On the product pages, images are again poorly labeled, with only a product name. A sighted user is given three images. The color options are not detected. Also, the size chart is not properly labeled with row and column headers, therefore it is difficult for screen reader users to learn about sizing. b. Navigate the Website. Plaintiff Fischler found this Website very difficult to navigate using his screen reader. The subcategories at the top of the page are automatically expanded and there is no way to skip ahead, making navigation cumbersome. Heading navigation is poor throughout the Website. Form controls are not properly labeled, therefore color options are not detected and are not selectable. As a result, Plaintiff Fischler was unable to complete a purchase. There are issues with screen reader focus and navigation is not consistent. The screen reader is getting different behavior when moving right to left compared to moving left to right 21. Plaintiff Fischler was denied full and equal access to the facilities and services Defendant offers to the public on its Website because he encountered multiple accessibility barriers that visually-impaired people often encounter with non-compliant Website: a. Images are not properly labeled. b. Links are not properly labeled. c. Form controls have no labels. d. Webpages use duplicate IDs which cause problems with screen readers. -9- e. Forms field labels are not unique on a page or enclosed in a fieldset with a legend that makes the label unique. f. Some headings are empty. g. Webpages have markup errors. Defendant Must Remove Barriers to Its Website 22. Due to the inaccessibility of its Website, blind and visually-impaired customers such as Plaintiff Fischler, who need screen-readers, cannot fully and equally use or enjoy the facilities, goods, and services Defendant offers to the public on its Website. The Website’s access barriers that Plaintiff Fischler encountered have caused a denial of his full and equal access in the past, and now deter him on a regular basis from accessing the Website. These access barriers have likewise deterred him from visiting Defendant’s Website and taking advantage of its online retail operations and enjoying it equal to sighted individuals. 23. If the Website was equally accessible to all, Plaintiff Fischler could independently navigate it, learn about Defendant’s products, including color and sizing and complete a purchase, as sighted users can. 24. Through his attempts to use the Website, Plaintiff Fischler has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 25. Because simple compliance with the WCAG 2.1 Guidelines would provide Plaintiff Fischler and other visually-impaired consumers with equal access to the Website, Plaintiff Fischler alleges that Defendant has engaged in acts of intentional discrimination, including, but not limited to, the following policies or practices: -10- a. Constructing and maintaining a website that is inaccessible to visually-impaired individuals, including Plaintiff Fischler; b. Failing to construct and maintain a website that is sufficiently intuitive to be equally accessible to visually-impaired individuals, including Plaintiff Fischler; and, c. Failing to take actions to correct these access barriers in the face of substantial harm and discrimination to blind and visually impaired consumers, such as Plaintiff Fischler, as a member of a protected class. 26. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 27. Title III of the ADA expressly contemplates the injunctive relief that Plaintiff Fischler seeks under 42 U.S.C. § 12188(a)(2). 28. Because its Website has never been equally accessible, and because Defendant lacks a corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff Fischler seeks a permanent injunction under 42 U.S.C. § 12188(a)(2) requiring Defendant to retain a qualified consultant acceptable to Plaintiff Fischler to assist Defendant to comply with WCAG 2.1 guidelines for its Website: a. Remediating the Website to be WCAG 2.1 compliant; b. Training Defendant’s employees and agents who develop the Website on accessibility compliance under the WCAG 2.1 guidelines; -11- c. Regularly checking the accessibility of the Website under the WCAG 2.1 guidelines; d. Regularly testing user accessibility by blind or vision-impaired persons to ensure that Defendant’s Website complies with the WCAG 2.1 guidelines; and, e. Developing an accessibility policy that is clearly disclosed on Defendant’s Website, with contact information for users to report accessibility-related problems. 29. Although Defendant may currently have centralized policies on maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually impaired consumers. 30. Without injunctive relief, Plaintiff Fischler and other visually impaired consumers will continue to be unable to independently use the Website, violating its rights. 31. Defendant has, upon information and belief, invested substantial sums in developing and maintaining its Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making its Website equally accessible to visually impaired customers. 32. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. -12- 33. Plaintiff Fischler seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied equal access to Defendant’s Website and its online retail operations during the relevant statutory period (“Class Members”). 34. Plaintiff Fischler seeks to certify a State of New York subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the State of New York who have attempted to access the Website and as a result have been denied equal access to Defendant’s Website and its online retail operations during the relevant statutory period (“New York Subclass Members”). 35. Plaintiff Fischler seeks to certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access the Website and as a result have been denied equal access to Defendant’s Website and its online retail operations during the relevant statutory period (“New York City Subclass Members”). 36. Common questions of law and fact exist amongst the Class Members, New York Subclass Members and New York City Subclass Members: a. Whether Defendant’s website is a place of “public accommodation”; b. Whether Defendant’s Website is a commercial marketplace; c. Whether the Website is a “public accommodation” or a service or good “of a place of public accommodation” under Title III of the ADA; -13- d. Whether the Website is a “place or provider of public accommodation” or an “accommodation, advantage, facility or privilege” under the NYSHRL or NYCHRL; e. Whether the Website denies the full and equal enjoyment of their goods, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating Title III of the ADA; and f. Whether the Website denies the full and equal enjoyment of their goods, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYSHRL or NYCHRL. 37. Plaintiff Fischler’s claims are typical of the Class Members, New York Subclass Members and New York City Subclass Members: they are all severely visually impaired or otherwise blind, and claim that Defendant has violated Title III of the ADA, NYSHRL or NYCHRL by failing to update or remove access barriers on its Website so it can be independently accessible to the visually impaired individuals. 38. Plaintiff Fischler will fairly and adequately represent and protect the Class and Subclasses’ interests because he has retained and is represented by counsel competent and experienced in complex class action litigation, and because he has no interests antagonistic to the Class or Subclasses. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class and Subclasses, making appropriate both declaratory and injunctive relief with respect to Plaintiff, the Class and Subclasses. 39. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class and Subclass Members -14- predominate over questions affecting only individuals, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 40. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 41. Plaintiff Fischler, individually and on behalf of the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 42. Title III of the ADA prohibits “discriminat[ion] on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation.” 42 U.S.C. § 12182(a). 43. Defendant’s Website is a commercial marketplace and a public accommodation under Title III of the ADA, 42 U.S.C. § 12181(7). Its Website is a service, privilege, or advantage of Defendant’s online retail operations. The Website is a service that is integrated with its online retail operations. 44. Under Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). -15- 45. Under Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 46. Under Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 47. These acts violate Title III of the ADA, and the regulations promulgated thereunder. Plaintiff Fischler, who is a member of a protected class of persons under Title III of the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, he has been denied full and equal access to the Website, has not been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. 48. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff Fischler requests the relief as set forth below. -16- 49. Plaintiff Fischler, individually and on behalf of the New York Subclass Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 50. Defendant’s Website is a commercial marketplace and constitutes a sales establishment and public accommodation under N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant’s online retail operations. Defendant’s Website is a service that is by and integrated with these online retail operations. 51. Defendant is subject to NYSHRL because it owns and operates its New York online retail operations and the Website. Defendant is a “person” under N.Y. Exec. Law § 292(1). 52. Defendant is violating the NYSHRL in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with its online retail operations to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. N.Y. Exec. Law §§ 296(2)(a), 296(2)(c)(i), 296(2)(c)(ii). 53. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their websites accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components -17- to make its website accessible would neither fundamentally alter the nature of its business nor result in an undue burden to them. 54. Defendant’s actions constitute willful intentional discrimination against the class because of a disability, violating the NYSHRL, N.Y. Exec. Law § 296(2), in that Defendant has: a. Constructed and maintained a website that is inaccessible to Class Members with knowledge of the discrimination; and/or b. Constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. Failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 55. Defendant discriminates, and will continue in the future to discriminate against Plaintiff Fischler and New York Subclass Members on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website and its online retail operations under § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the New York Subclass Members will continue to suffer irreparable harm. 56. As Defendant’s actions violate the NYSHRL, Plaintiff Fischler seeks injunctive relief to remedy the discrimination, compensatory damages, civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for every offense, and reasonable attorneys’ fees and costs. -18- 57. Plaintiff Fischler, individually and on behalf the New York City Subclass Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 58. Defendant’s Website is a commercial marketplace and constitutes a sales establishment and public accommodation under the NYCHRL, N.Y.C. Admin. Code § 8- 102(9), and its Website is a service that is integrated with those establishments. 59. Defendant is subject to NYCHRL because it owns and operates its Website and its online retail operations, making it a person under N.Y.C. Admin. Code § 8-102(1). 60. Defendant is violating the NYCHRL in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with its online retail operations to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods, and services that Defendant makes available to the non-disabled public. N.Y.C. Admin. Code §§ 8- 107(4)(a), 8-107(15)(a). 61. Defendant’s actions constitute willful intentional discrimination against the Subclass because of a disability, violating the NYCHRL, N.Y.C. Admin. Code § 8- 107(4)(a) and § 8-107(15)(a,) in that it has: a. Constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. Constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or -19- c. Failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 62. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff Fischler and the New York City Subclass Members because of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website and its establishments under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the New York City Subclass will continue to suffer irreparable harm. 63. As Defendant’s actions violate the NYCHRL, Plaintiff Fischler seeks injunctive relief to remedy the discrimination, compensatory damages, civil penalties and fines for each offense, and reasonable attorneys’ fees and costs. N.Y.C. Admin. Code §§ 8-120(8), 8-126(a). 64. Plaintiff Fischler, individually and on behalf the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 65. An actual controversy has arisen and now exists between the parties in that Plaintiff Fischler contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the goods, services and facilities of its Website and by extension its online retail operations, which Defendant owns, operates and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. -20- §§ 12182, et seq., N.Y. Exec. Law § 296, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 66. A judicial declaration is necessary and appropriate now in order that each of the parties may know its respective rights and duties and act accordingly. DECLARATORY RELIEF Defendant, Its Website And Its Website’s Barriers VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE NYSHRL VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq.

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(Violations of the Telephone Consumer Protection Act, 47 U.S.C. § 227) 22. Plaintiff brings this action individually and on behalf of and all others similarly situated (“the Class”). 23. Plaintiff represents, and is a member of, the Classes, consisting of: All persons in the United States who received any unsolicited fax advertisement on their telephone facsimile machines from Defendant or its agents(s) and/or employee(s) within the four years prior to the filing of the Complaint. Defendant and its employees or agents are excluded from the Classes. Plaintiff does not know the number of members in the Classes, but believe the Class members number in the thousands, if not more. Thus, this matter should be certified as a Class action to assist in the expeditious litigation of this matter. 24. Plaintiff and members of the Classes were harmed by the acts of Defendant in at least the following ways: Defendant, either directly or through its agents, illegally contacted Plaintiff and the Class members via their telephone facsimile machines by sending unsolicited fax advertisements. Plaintiff and the Class members were damaged thereby. 25. This suit seeks only damages and injunctive relief for recovery of economic injury on behalf of the Class, and it expressly is not intended to request any recovery for personal injury and claims related thereto. Plaintiff reserves the right to expand the Class definition to seek recovery on behalf of additional persons as warranted as facts are learned in further investigation and discovery. 33. Plaintiff incorporates by reference all of the above paragraphs of this Complaint as though fully set forth herein at length. 34. At all times herein, Plaintiff was and is entitled to the rights, protections and benefits provided under the Telephone Consumer Protection Act, 47 U.S.C. § 227. 35. The transmission of facsimiles to Plaintiff as set forth above, violated 47 U.S.C. § 227(b)(1)(C). 36. Based upon the foregoing, Plaintiff is entitled to statutory damages pursuant to 47 U.S.C. §§ 227(b)(3)(B) and 227(b)(3)(C). 37. Based upon the foregoing, Plaintiff is entitled to an Order, pursuant to 47 U.S.C. § 227(b)(3)(A), enjoining Defendant from transmitting any advertisements in violation of 47 U.S.C. § 227(b)(1)(C).

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36. Class Definition. Powell brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of the following class (the “Class”): all TWU members who enrolled in Early Separation from American between November 29, 2011, and July 26, 2013. 41. Powell re-alleges each of the preceding paragraphs as if set forth fully herein. BREACH OF THE DUTY OF FAIR REPRESENTATION – 29 U.S.C. §§ 151, ET SEQ. AND 45 U.S.C. §§ 151 ET SEQ.

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10. Student housing is in high demand at the University of Central Florida and nearby colleges. Students may choose to live in college-owned dormitories or private off-campus apartments. The Retreat at Orlando, owned by Defendant, offers a third option — a “preferred student living community in Orlando, Florida, serving attendees of the University of Central Florida.” 12. Defendant issued a letter to its student housing residents on March 13, 2020 indicating PAC (Preferred Apartment Communities) “will be closing all fitness centers and other inside amenity spaces” and “for the foreseeable future, PAC service team members will only be performing emergency maintenance repairs in occupied units”. 13. A second letter was issued from the Defendant on March 18, 2020 recognizing that social distancing is the most effective method we can currently utilize to slow the spread of virus as advised by the Center for Disease Control (CDC) and the World Health Organization (WHO) stating, effective March 19, 2020, “we will temporarily be closing the doors of our community office to in-person traffic and will use alternative methods of communication to include telephone, email, resident portal and website for all resident and prospect needs.” Defendant also emphasized “[a]s a reminder, our fitness centers, pools and other non-essential amenity spaces will remain closed until further notice and our service teams will only be performing emergency services requests in occupied apartments.” B. Allegations Regarding Plaintiff Jennifer Ciccone 14. Jennifer Ciccone’s daughter, Madison Ciccone, is a student at the University of Central Florida. Plaintiff evaluated the available housing options and selected The Retreat at Orlando based largely on its student housing amenities. 15. Plaintiff Jennifer Ciccone executed a housing contract for August 17, 2019 to July 31, 2020 and Madison Ciccone moved into the dormitory on August 17, 2019 for Fall 2019, Spring and Summer 2020 school semesters. 17. Defendant refuses to return pro-rated monies paid for the month of March although this money was collected for services Defendant did not and could not perform. 18. Plaintiff has always paid her monthly installments of $810.00. Her contract is for August 17, 2019 to July 31, 2020 and she paid on time every month. 19. Since the COVID-19 pandemic hit and students were forced to evacuate the premises in March 2020. 20. Defendant feigns concern over the plight COVID-19 put students and their families in while at the same time is haranguing and harassing Plaintiff and her daughter concerning a debt that they do not owe. 21. Defendant collected rent for the month of March, April, May, and June 2020 although Plaintiff and her daughter do not owe these debts. 22. Defendant refuses to return monies paid for March (partial), April, May, and June 2020, although this money was collected for services Defendant did not and could not perform. C. University Campuses Shut Down in Response to the COVID-19 Pandemic, and Defendant Cannot Provide the Bargained-For Services. 23. On March 9, 2020 Florida Governor Ron DeSantis issued Executive Order 20-52 declaring a state of emergency for the entire state of Florida a result of COVID-19. 24. On March 13, 2020, President Donald Trump issued a Proclamation Declaring a National Emergency based upon the COVID-19 outbreak. 26. On March 17, 2020, the University of Central Florida announced that all classes would transition to remote learning through the end of the Spring 2020 semester, canceling all on- campus events due to the COVID-19 pandemic. 27. On March 19, 2020, the University of Central Florida encouraged all residential students to evacuate to their permanent residence and not return to campus, such that they had no meaningful choice but to comply. 28. Further, because all classes were moved online, there was no reason for students to remain near campus if they had other housing available to them. This is particularly so in the face of the dangers, risks, and fear associated with the pandemic. 29. The vast majority of students left campus to be with their families, and to avoid exposure to COVID-19, and they have stayed off campus to comply with directives from the schools, as well as local, state and federal governments. 30. On March 24, 2020, Governor DeSantis issued Executive Order 20-83, directing the State Surgeon General and State Health Officer to issue a public health advisory urging the public to avoid all social or recreational gatherings of 10 or more people, stating “it is necessary and appropriate to take action to ensure that the spread of COVID-19 is slowed, and that residents and visitors in Florida remain safe and secure.” 32. On March 27, 2020, the University of Central Florida, recognizing that on-campus dormitory rooms, meal plans, and services could not be safely used by the students, the University’s Board of Trustees unanimously approved a plan to refund housing costs to students. The refunds were to include students’ housing costs from March 27, 2020 through April 28, 2020. 33. On March 29, 2020 President Trump extended the guidelines to be in effect until April 30, 2020. 34. On March 31, 2020 the President updated the guidelines renaming it “30 Days to Slow the Spread” and along with the Coronavirus Task Force urged Americans to adhere to the guidelines. 35. On March 31, 2020, the University of Central Florida issued a statement to all Off- Campus Student Housing Managers advising the shift to all classes online for the spring and portion of the summer semesters and as such depopulated campus and requesting students to return to their permanent residences. Furthermore, respectfully requesting apartment and housing managers to consider granting early lease terminations. 36. Despite the fact that the dormitories cannot safely be occupied by the students, and the fact that the bargained-for amenities could not safely be provided, the Defendant has refused to return any portion of the rent and other fees it has collected. 37. Defendant’s demand for payment and refusal to provide partial refunds defies equity, common sense and is in diametrical opposition to the Governor and President’s directives concerning the dangers of staying in their facilities. 39. Defendant touts in its promotional materials that the amenities are cutting-edge features and unrivaled, which far exceed those of typical student apartments, with leading residence life offering a variety of educational, recreational, and social activities to help your student make the most of their college experience. 40. This purpose was frustrated when the campus closed and students were ordered home no longer attending on-campus classes. 41. Plaintiffs bring this action as a class action under Federal Rule of Civil Procedure 23(a), (b)(2), (b)(3) as a representative of the following Class: All people who paid the costs rent and fees for and on behalf of students residing in Defendant’s Florida “campus living” complexes for the Spring and Summer 2020 semester who moved out prior to the completion of the semester because of school closures relating to COVID-19. 42. Plaintiff reserves the right to amend or modify the Class definition with greater specificity or further division into subclasses or limitation to particular issues, as discovery and the orders of this Court warrant. 43. Excluded from the Class are the Defendant, the officers and directors of the Defendant at all relevant times, members of Defendant’s immediate families and their legal representatives, heirs, successors or assigns, and any entity in which Defendant has or had a controlling interest. 45. Defendant has thousands of customers that have paid room, rent and fees while schools were closed, and students ordered to return home. Accordingly, members of the Class are so numerous that their individual joinder herein is impracticable. The precise number of Class members and their identities are unknown to Plaintiff at this time but may be determined through discovery. Class members may be notified of the pendency of this action by mail and/or publication through the distribution records of Defendant. 46. Common questions of law and fact exist as to all Class members and predominate over questions affecting only individual Class members. Common legal and factual questions include, but are not limited to, whether Defendant has refused to offer refunds and whether it has breached its contracts with its customers or otherwise acted unlawfully. 47. The claims of the named Plaintiff are typical of the claims of the Class in that the named Plaintiff was charged rental fees and suffered losses despite their child being ordered to leave campus and return home by school and government officials. 48. Plaintiff is an adequate representative of the Class because Plaintiff’s interest does not conflict with the interests of the Class members Plaintiff seeks to represent, Plaintiff has retained competent counsel experienced in prosecuting class actions, and Plaintiff intends to prosecute this action vigorously. The interests of Class members will be fairly and adequately protected by Plaintiff and their counsel. 50. Plaintiff hereby incorporate by reference the allegations contained in the preceding paragraphs of this Complaint. 51. Plaintiff, as well as all other Class members, were in contractual privity with the Defendant as tenants of the Defendant’s facilities. These contractual agreements involving the Class members and Defendant were evidenced in writing and signed by the parties. 52. As noted above, the purpose of the contractual undertaking between the Class members (including Plaintiff) and Defendant was to provide a “preferred student living community” living arrangement to student Class members. The living space provided by this arrangement was bundled with a number of amenities and conveniences that particularly catered to students attending university campuses, such as, an exercise center, monthly resident events, computer labs, shuttle services to the campus, and university involvement. 53. There has been a clear “equitable breach” in this case that warrants rescission because issues of “impossibility of performance” and “frustration of purpose” have arisen. 55. As to “impossibility of performance,” Defendant was obligated to provide the student Plaintiff and other student Class members with access to common areas, fitness center, technology center with computer stations, social activities, and other services. However, as a result of the COVID-19 pandemic, these common areas and services became both unsafe to provide and unsafe to use. 56. To that end, it should be noted that the only private accommodation provided by Defendant, The Retreat at Orlando, was a bedroom and bathroom in a shared apartment. Each living unit had common space shared amongst multiple residents. As such, essential daily living and hygiene functions were necessarily performed in a shared common facility with other students that any individual student might not know well, thus presenting a great risk for COVID-19 infection. 58. In addition to that, it was simply not possible for students to fully access common areas and amenities in a prudent manner. Places such as the fitness center, transit shuttles, and computer stations would have required student Class members to group together beyond what was prudent. Even the heavily used common hallways presented such a risk. 59. For this reason, it was impossible for the Defendant to provide what was bargained for under the Class members’ contracts. 60. As to frustration of purpose, the student-style living arrangement was offered as part of a bundled package of amenities that were a fundamental part of Defendant’s performance under the contract. As noted above, Defendant’s living facilities and common amenities were rendered unsafe to use as a result of the COVID-19 pandemic. The provision of these living arrangements along with the coupled amenities were the fundamental purpose of the Class members’ agreements and became frustrated by the fact that they could not be safely provided or used. 61. In addition to its facilities being unsafe to use, the Defendant marketed its premises as being in close physical proximity to school and also marketed its services as being advantageous because of a high degree of integration with campus university activities. Given that the University campuses were closed, and no campus activities were taking place because of the COVID-19 pandemic, this frustrated an essential purpose of the Class members’ contracts with Defendant. Indeed, the very purpose of the Class members’ contracts with Defendant was to allow the student Class members to attend school on university campuses, which was of course not possible due to the closure of the university campuses. 63. This case is suitable for rescission because the parties can be equitably restored to their original position or, if that result would not be equitable, a balance of equities can otherwise be achieved. 64. This count for rescission is pleaded in the alternative to any claim for legal relief. To the extent no remedy at law is available, rescission is appropriate. 65. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1-49 of this Complaint. 66. The lease agreement provided that each Plaintiff “. . . a non-exclusive license to use all driveways, walkways, hallways, landscaped areas, and other common areas of the Apartment Community (the “Common Areas”); such usage to be in common with other residents in the Apartment Community and their respective guests, invites, and licensees.” 67. The Defendants have breached the contract because they are unable to safely provide these services and amenities. 68. Plaintiff hereby incorporates by reference the allegations contained in 1-49 of this Complaint. 70. In performing its leases with Plaintiff and the Class members, Defendant has breached the implied covenant of good faith and fair dealing by: a. Unfairly and in bad faith asserting that remaining in shared space is a reasonable option for Plaintiffs and proposed Class members. Dormitories, whether on or off campus, are not designed to safely house students in the event of a pandemic, and, in order to stay safe, a vast majority of the students must move out in order to practice safe social distancing in accordance with CDC recommendations. b. Unfairly and in bad faith representing that its properties serve as a preferred student living community and provide residence life programs to compliment students’ academics. However, once the schools have closed and the students it purports to serve have been forced to leave, the reality reveals itself that Defendant does not consider its provision of room, board, and services to be tied whatsoever to the schools or to the students’ academics, as it has failed to refund unearned payments for room, board, and fees. c. Unfairly and in bad faith failing to refund any monies paid by the Plaintiffs and proposed Class that remain unused as a result of the COVID-19 pandemic. 71. As a result of Defendant’s breach of the implied covenant of good faith and fair dealing as set forth above, Plaintiff and the proposed Class members have been damaged. 73. Plaintiff brings this on her own behalf and on behalf of the proposed Class against Defendant. 74. Plaintiff and members of the Class conferred benefits on Defendant by paying room, board, and fees, despite the closing of colleges and universities and attendant recommendations for social distancing and returning home. 75. Defendant has knowledge of such benefits. 76. Defendant has been unjustly enriched in retaining the revenues derived from Plaintiff and Class members’ payments. Retention of those moneys under these circumstances is unjust and inequitable because Defendant is charging its customers full price of a semester’s worth of room, board, and fees of which Plaintiff and Class members cannot reasonably avail themselves. 77. Because Defendant’s retention of the non-gratuitous benefits conferred on it by Plaintiff and members of the Class is unjust and inequitable, Defendant must pay restitution to Plaintiff and members of the Class for their unjust enrichment, as ordered by the Court. 78. Plaintiff hereby incorporates by reference the allegations contained in paragraphs 1-49 of this Complaint. 79. Plaintiff bring this claim on their own behalves and on behalf of the proposed Class against Defendant. 80. Defendant deprived Plaintiff and the other members of the Class of the value they paid for themselves (or the students on whose behalf they paid for) of their right to the services and amenities provided in the lease agreement. 82. Plaintiff and members of the Class are entitled to the return of the prorated, unused amounts paid for room, board, and fees through the end of the semester. 83. Plaintiff hereby incorporates by reference the allegations contained in paragraphs 1-49 of this Complaint. 84. Plaintiff brings this claim individually and on behalf of the members of the proposed Class against Defendant. 85. Defendant received money in the form of room, board, and fee payments that was intended to be used for the benefit of Plaintiff and the Class; however, those fees were not used for the benefit of Plaintiff and the Class, and Defendant has not given back or refunded the wrongfully obtained money and fees to Plaintiff and the Class. 86. Plaintiff hereby incorporate by reference the allegations contained in paragraphs 1 – 49 of this Complaint. 87. Plaintiff brings this claim on her own behalf and on behalf of the proposed Class against Defendant. 89. Defendant has violated Florida Statute § 559.72(7) by willfully engaging in other conduct which could reasonably be expected to abuse or harass the debtor Plaintiff or any member of her family, or willfully engage in other conduct which can be reasonably be expected to abuse or harass the debtor or any member of her or his family. 90. Defendant has violated Florida Statute § 559.72(9) by attempting to enforce a debt when Defendant knows that the debt is not legitimate, or to assert the existence of some legal right when Defendant knows that right does not exist. A. Defendant Advertises and Sells “Student Housing” to College Students. BREACH OF IMPLIED CONVENANT OF GOOD FAITH AND FAIR DEALING BREACH OF CONTRACT CONVERSION FLORIDA CONSUMER COLLECTION PRACTICES ACT MONEY HAD AND RECEIVED RESCISSION UNJUST ENRICHMENT

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18. Xi’an owns and operates fast casual restaurants that serves authentic Northern Chinese dishes across New York, including locations at 81 St. Mark’s Place, New York, New York and 24 W. 45th Street, New York, New York at which customers can purchase Chinese food and beverages. 19. Xi’an offers its Website to the public and it offers features that should allow all consumers to access the facilities and services that it offers about its restaurants. 21. It is, upon information and belief, Xi’an’s policy and practice to deny Plaintiff Young and other blind or visually-impaired users access to its Website, thereby denying the facilities and services that are offered and integrated with its restaurants. Due to its failure and refusal to remove access barriers to its Website, Plaintiff Young and visually-impaired persons have been and are still being denied equal access to Xi’an’s restaurants and the numerous facilities, goods, services, and benefits offered to the public through its Website. 22. Plaintiff Young cannot use a computer without the assistance of screen- reading software. He is, however, a proficient JAWS screen-reader user and uses it to access the Internet. He has visited the Website on separate occasions using the JAWS screen-reader. 25. Due to the inaccessibility of its Website, blind and visually-impaired customers such as Plaintiff Young, who need screen-readers, cannot fully and equally use or enjoy the facilities, goods, and services Xi’an offers to the public on its Website. The Website’s access barriers that Plaintiff Young encountered have caused a denial of his full and equal access in the past, and now deter him on a regular basis from accessing the Website. These access barriers have likewise deterred him from visiting Xi’an’s restaurants and enjoying them equal to sighted individuals. 26. If the Website was equally accessible to all, Plaintiff Young could independently navigate it, view goods and service items, locate Xi’an’s restaurants and learn their hours of operation, learn about their menu items, and complete a desired transaction as sighted individuals do. 27. Through his attempts to use the Website, Plaintiff Young has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 29. Xi’an therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 30. Title III of the ADA expressly contemplates the injunctive relief that Plaintiff Young seeks under 42 U.S.C. § 12188(a)(2). 32. Although Xi’an may currently have centralized policies on maintaining and operating its Website, Xi’an lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually impaired consumers. 33. Without injunctive relief, Plaintiff Young and other visually impaired consumers will continue to be unable to independently use the Website, violating its rights. 34. Xi’an has, upon information and belief, invested substantial sums in developing and maintaining its Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making its Website equally accessible to visually impaired customers. 35. Xi’an has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 37. Plaintiff Young seeks to certify a State of New York subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the State of New York who have attempted to access the Website and as a result have been denied access to the equal enjoyment of goods and services offered in Xi’an’s State of New York physical locations, during the relevant statutory period (“New York Subclass Members”). 38. Plaintiff Young seeks to certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access the Website and as a result have been denied access to the equal enjoyment of goods and services offered in Xi’an’s New York City physical locations, during the relevant statutory period (“New York City Subclass Members”). 40. Plaintiff Young’s claims are typical of the Class Members, New York Subclass Members and New York City Subclass Members: they are all severely visually impaired or otherwise blind, and claim that Xi’an has violated Title III of the ADA, NYSHRL or NYCHRL by failing to update or remove access barriers on its Website so it can be independently accessible to the visually impaired individuals. 41. Plaintiff Young will fairly and adequately represent and protect the Class and Subclasses’ interests because he has retained and is represented by counsel competent and experienced in complex class action litigation, and because he has no interests antagonistic to the Class or Subclasses. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Xi’an has acted or refused to act on grounds generally applicable to the Class and Subclasses, making appropriate both declaratory and injunctive relief with respect to Plaintiff, the Class and Subclasses. 42. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class and Subclass Members predominate over questions affecting only individuals, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 44. Plaintiff Young, individually and on behalf of the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 45. Title III of the ADA prohibits “discriminat[ion] on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation.” 42 U.S.C. § 12182(a). 46. Xi’an’s restaurants are public accommodations within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). Its Website is a service, privilege, or advantage of Xi’an’s restaurants. The Website is a service that is integrated with these locations. 47. Under Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 48. Under Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 50. These acts violate Title III of the ADA, and the regulations promulgated thereunder. Plaintiff Young, who is a member of a protected class of persons under Title III of the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, he has been denied full and equal access to the Website, has not been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. 51. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff Young requests the relief as set forth below. 52. Plaintiff Young, individually and on behalf of the New York Subclass Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 54. Xi’an’s physical locations are in the State of New York and constitute sales establishments and public accommodations within the definition of N.Y. Exec. Law § 292(9). Xi’an’s Website is a service, privilege or advantage of Xi’an. Xi’an’s Website is a service that is by and integrated with these physical locations. 55. Xi’an is subject to NYSHRL because it owns and operates its physical locations and the Website. Xi’an is a “person” within the meaning of N.Y. Exec. Law § 292(1). 56. Xi’an is violating N.Y. Exec. Law § 296(2)(a) in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with its physical locations to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Xi’an makes available to the non-disabled public. 57. Under N.Y. Exec. Law § 296(2)(c)(i), unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations being offered or would result in an undue burden.” 59. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their websites accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of its business nor result in an undue burden to them. 60. Xi’an’s actions constitute willful intentional discrimination against the class because of a disability, violating the NYSHRL, N.Y. Exec. Law § 296(2), in that Xi’an has: a. Constructed and maintained a website that is inaccessible to Class Members with knowledge of the discrimination; and/or b. Constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. Failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 62. As Xi’an’s actions violate the NYSHRL, Plaintiff Young seeks injunctive relief to remedy the discrimination. 63. Plaintiff Young is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for every offense. 64. Plaintiff Young is also entitled to reasonable attorneys’ fees and costs. 65. Under N.Y. Exec. Law § 297 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 66. Plaintiff Young, individually and on behalf the New York City Subclass Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 68. Xi’an’s New York City locations are sales establishments and public accommodations within the meaning of the NYCHRL, N.Y.C. Admin. Code § 8-102(9), and its Website is a service that is integrated with its establishments. 69. Xi’an is subject to NYCHRL because it owns and operates its physical locations in the City of New York and its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 70. Xi’an is violating the NYCHRL in refusing to update or remove access barriers to Website, causing its Website and the services integrated with its physical locations to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods, and services that Xi’an makes available to the non-disabled public. 71. Xi’an is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 73. As such, Xi’an discriminates, and will continue in the future to discriminate against Plaintiff Young and the New York City Subclass Members because of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website and its establishments under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Xi’an from continuing to engage in these unlawful practices, Plaintiff and the New York City Subclass will continue to suffer irreparable harm. 74. As Xi’an’s actions violate the NYCHRL, Plaintiff Young seeks injunctive relief to remedy the discrimination. 75. Plaintiff Young is also entitled to compensatory damages, as well as civil penalties and fines for each offense. N.Y.C. Admin. Code §§ 8-120(8), 8-126(a). 76. Plaintiff Young is also entitled to reasonable attorneys’ fees and costs. 77. Under N.Y.C. Admin. Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 79. An actual controversy has arisen and now exists between the parties in that Plaintiff Young contends, and is informed and believes that Xi’an denies, that its Website contains access barriers denying blind customers the full and equal access to the goods, services and facilities of its Website and by extension its physical locations, which Xi’an owns, operates and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, et seq., N.Y. Exec. Law § 296, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 80. A judicial declaration is necessary and appropriate now in order that each of the parties may know its respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE NYSHRL Xi’an, Its Website And Its Website’s Barriers

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10. Furthermore, during the relevant time period Defendants failed to compensate Plaintiffs for all time worked and engaged in a practice of shorting Plaintiffs’ hours. Additionally, some or all Plaintiffs were not paid for their final week of work subsequent to the termination of their employment for Defendants. 11. Moreover, during the course of Plaintiffs' employment, Defendants made deductions from Plaintiffs' and similarly situated employees’ wages including but not limited to the costs of uniforms. These deductions: (1) were not required by law; (2) were not to Plaintiffs’ benefit; and (3) were not made with the express written consent of Plaintiffs, given freely at the time the deductions were made. 4 V. 12. Plaintiffs bring this case as a class action pursuant to Fed. R. Civ. P. 23 as for their state law claims for overtime wages arising under the IMWL (Count II); for misclassification of Plaintiffs and other similarly situated employees as independent contractors under the ECA (Count III); and for unlawful deductions arising under the IWPCA (Count IV). 13. The Counts referenced in paragraph 12 are brought pursuant to Fed. R. Civ. P. Rule 23(a) and (b) because: (i) the class is so numerous that joinder of all members is impracticable. Although the precise number of class members is unknown at this time, Plaintiffs estimate there are at least forty putative class members throughout the relevant statutory periods; and (ii) there are questions of fact or law common to the class, and common questions predominate over any questions affecting only individual members. 14. The common questions of fact or law include but are not limited to the allegations set forth in Section IV, ¶¶ 8 -11 of this Complaint: that Defendants misclassified Plaintiffs and others similarly situated as independent contractors, that Defendants paid a straight rate of pay for all hours worked in a workweek and engaged in a practice of shorting employees’ pay, and that Defendants made unlawful deductions from Plaintiffs' and similarly situated workers' wages. 15. Furthermore, Plaintiffs and members of the class have been equally affected by Defendants’ failure to comply with the laws as described above, and Plaintiffs, putative class members, and Defendants have a commonality of interest in the subject matter and remedies sought. 16. Plaintiffs are able to fairly and adequately represent the interest of the classes, whereas if individual actions were required to be brought by each member of the class injured or affected, the result may be an array of actions creating hardship for the class members, Defendants and this Court. 
 5 17. Accordingly, a class action is an appropriate method for the fair and efficient adjudication of this lawsuit. 18. Pursuant to the Fair Labor Standards Act, 29 U.S.C. §201 et seq., and the Portal- to-Portal Act, 29 U.S.C. §251 et seq., the named Plaintiffs, and all other Plaintiffs similarly situated, known and unknown, are entitled to compensation for all hours worked and compensation at a rate not less than one and one-half times their regular rate of pay for all hours worked in excess of forty hours in any week, during the three years preceding the filing of this action. 19. Defendants have at all times relevant hereto failed and refused to pay overtime compensation to their employees, including the named Plaintiffs herein, and all other Plaintiffs similarly situated, known and unknown, as described above. 20. Defendants’ failure and refusal to pay Plaintiffs and others similarly situated at their overtime rate of pay was willful in that Defendants knew or should have known that Plaintiffs were entitled to overtime pay under the FLSA. WHEREFORE, Plaintiffs, on behalf of themselves and all other Plaintiffs similarly situated, known and unknown, respectfully request this Court to enter an order: (a) awarding back pay equal to the amount of all unpaid overtime compensation for the three years preceding the filing of this Complaint, according to the applicable statute of limitations; (b) awarding prejudgment interest with respect to the total amount of unpaid overtime compensation; (c) awarding Plaintiffs their reasonable attorneys’ fees and costs incurred as a result of Defendants’ violations of the Fair Labor Standards Act; and (d) for such additional relief as the Court deems appropriate under the circumstances. 6 21. As described in the foregoing paragraphs, Defendants’ compensation policies and practices are in violation of the Illinois Minimum Wage Law, 820 ILCS 115/1 et seq. 22. Defendants have at all times relevant hereto failed and refused to pay overtime compensation to their employees, including the named Plaintiffs herein, and all other Plaintiffs similarly situated, known and unknown, as described above. 23. Defendants’ failure to pay compensation as described above, has been willful and/or in bad faith in that Defendants knew or should have known that Plaintiffs were entitled to overtime pay under the IMWL. WHEREFORE, Plaintiffs, on behalf of themselves and all other Plaintiffs similarly situated, known and unknown, respectfully request this Court to enter an order: (a) declaring and decreeing Defendants’ compensation practices as described herein, and such other violations which may come to light during the prosecution of this matter, in violation of the provisions of the Illinois Minimum Wage Law; (b) allowing this action to be maintained as a class action pursuant to Fed. R. Civ. P. 23(a) and (b); (c) ordering Defendants to pay statutory damages pursuant to the formula set forth in 820 ILCS 105/12(a); (d) directing Defendants to pay to Plaintiffs their reasonable attorneys’ fees, costs, and litigation expenses, as provided by statute; and (e) for such additional relief the Court deems just and appropriate under the circumstances. 7 24. As described in the foregoing paragraphs, Defendants’ policy and practice of treating employees as independent contractors is in violation of the Illinois Employee Classification Act. 6. Plaintiffs at all times pertinent to the cause of action were employed by Defendants, said employment being integral and indispensable to Defendants’ business. 7. Defendants employed Plaintiffs at varying rates of pay in both the winter and summer seasons from approximately 2013 through early 2016. 3 8. Throughout their employment during all seasons, Plaintiffs customarily worked over forty hours per week, yet were paid at their straight rate of pay for all hours worked, including those over forty in a workweek. 9. Plaintiffs and all similarly situated employees were classified and paid as “independent contractors” by Defendants, yet their job duties and their working relationship to Defendants did not qualify them as bona fide independent contractors. Specifically: (a) Plaintiffs were required to report to the company location at a set time and work a set amount of hours, as dictated by Defendants; (b) Plaintiffs used Defendants’ tools, drove or traveled in Defendants’ vehicles, and held themselves out as employees of Defendants’ company; (c) Plaintiffs were required to wear a specific uniform bearing the company’s logo (“KCG Management”); (d) Plaintiffs were employed on a semi-permanent, full-time basis, and their job duties contributed to Defendants’ primary or sole business purpose (to provide landscaping, maintenance, construction, and snow and ice removal services). VIOLATION OF FAIR LABOR STANDARDS ACT UNPAID OVERTIME Plaintiffs on behalf of themselves and others similarly situated 216(b) Collective Action 1-17. Paragraphs 1 through 17 are re-alleged and incorporated as though set forth fully herein as paragraphs 1 through 17 of this Count I. VIOLATION OF THE ILLINOIS MINIMUM WAGE LAW UNPAID OVERTIME Plaintiffs on behalf of themselves and others similarly situated Class Action 1-20. Paragraphs 1 through 20 of Count I are re-alleged and incorporated as though set forth fully herein as Paragraphs 1 through 20 of this Count II. VIOLATION OF THE ILLINOIS EMPLOYEE CLASSIFICATION ACT EMPLOYEE MISCLASSIFICATION Plaintiffs on behalf of themselves and others similarly situated Class Action 1-23. Paragraphs 1 through 23 of Count II are re-alleged and incorporated as though set forth fully herein as Paragraphs 1 through 19 of this Count III.

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15. A true and correct copy of Defendant’s June 25, 2020 written communication is attached as Exhibit A. 16. Defendant’s June 25, 2020 written communication begins by encouraging Ms. Stivers to “[p]lease talk to us.” Ex. A. 17. Next, Defendant’s June 25, 2020 threatens Ms. Stivers: At this time, no attorney has personally reviewed the particular circumstances of your account. However, if you fail to contact us about this account it will be returned to our client who then may forward it to a local attorney for the purposes of filing suit. We’d like to avoid this, and find a way to work together. Id. (emphasis added). 18. Thereafter, Defendant’s June 25, 2020 written communication advises Ms. Stivers: Get in touch so you can resolve this debt. Our records show that you haven’t been in touch with us. We’re here to work with you. You should respond especially if you have questions about this outstanding balance with LVNV Funding LLC (current creditor of your original Synchrony Bank (Synchrony Home) account). Don’t just disregard this email. Talk to us. It’s the best way to resolve this debt. Id. 19. On or about June 29, 2020, Defendant sent Ms. Stivers another written communication in connection with the collection of the Debt. 20. A true and correct copy of Defendant’s June 29, 2020 written communication is attached as Exhibit B. 21. Defendant’s June 29, 2020 written communication begins by advising Ms. Stivers that “[i]t’s not too late.” Ex. B. 23. Thereafter, Defendant’s June 29, 2020 written communication advises Ms. Stivers: Terri, your outstanding balance to LVNV Funding LLC (current creditor of your original Synchrony Bank (Synchrony Home) account) needs some attention. Don’t worry though, it’s not too late. We have agents standing by ready to help, so please get in touch so we can get this resolved. Id. 24. On or about July 2, 2020, Defendant sent Ms. Stivers another written communication in connection with the collection of the Debt. 25. A true and correct copy of Defendant’s July 2, 2020 written communication is attached as Exhibit C. 26. Defendant’s July 2, 2020 written communication begins by advising Ms. Stivers, “You can do this.” Ex. C. 27. Next, Defendant’s July 2, 2020 communication again threatens Ms. Stivers: At this time, no attorney has personally reviewed the particular circumstances of your account. However, if you fail to contact us about this account it will be returned to our client who then may forward it to a local attorney for the purposes of filing suit. We’d like to avoid this, and find a way to work together. Id. (emphasis added). 29. On or about July 9, 2020, Defendant sent Ms. Stivers another written communication in connection with the collection of the Debt. 30. A true and correct copy of Defendant’s July 9, 2020 written communication is attached as Exhibit D. 31. Defendant’s July 9, 2020 written communication begins by advising Ms. Stivers, “This is your reminder.” Ex. D. 32. Next, Defendant’s July 9, 2020 communication again threatens Ms. Stivers: At this time, no attorney has personally reviewed the particular circumstances of your account. However, if you fail to contact us about this account it will be returned to our client who then may forward it to a local attorney for the purposes of filing suit. We’d like to avoid this, and find a way to work together. Id. (emphasis added). 33. Thereafter, Defendant’s July 9, 2020 written communication advises Ms. Stivers: Your balance with LVNV Funding LLC (current creditor of your original Synchrony Bank (Synchrony Home) account) is still outstanding. It’s been a stressful few months and it’s hard to remember every little obligation. This balance is still outstanding. Id. 34. On or about July 13, 2020, Defendant sent Ms. Stivers another written communication in connection with the collection of the Debt. 35. A true and correct copy of Defendant’s July 13, 2020 written communication is attached as Exhibit E. 37. Thereafter, Defendant’s July 13, 2020 written communication advises Ms. Stivers: You’ve had many opportunities to resolve your outstanding balance with LVNV Funding LLC (current creditor of your original Synchrony Bank (Synchrony Home) account). Dear Terri Stivers, have you been waiting to pay because you didn’t have any spare cash? Id. 38. The July 13, 2020 written communication continues: We’re concerned because we’ve been trying to reach you for a few months now, but there is no payment arrangement set up for this account. Even if money is too tight, we have options for you! Id. 39. On or about July 16, 2020, Defendant sent Ms. Stivers another written communication in connection with the collection of the Debt. 40. A true and correct copy of Defendant’s July 16, 2020 written communication is attached as Exhibit F. 41. Defendant’s July 16, 2020 written communication begins by advising Ms. Stivers, “We want to help you.” Ex. F. 43. Thereafter, Defendant’s July 16, 2020 written communication advises Ms. Stivers: We’ve been trying to get your attention. Terri, you have an outstanding balance with LVNV Funding LLC (current creditor of your original Synchrony Bank (Synchrony Home) account). It’s not too late to pay this off. Start the seamless payment process by visiting our website today. Id. 44. Defendant sent additional written communications to Ms. Stivers on July 22, 2020, July 27, 2020, August 1, 2020, August 4, 2020, August 7, 2020, August 10, 2020, August 13, 2020, August 16, 2020, August 22, 2020, August 26, 2020, August 30, 2020, September 2, 2020, September 4, 2020, September 8, 2020, September 11, 2020, September 15, 2020, September 21, 2020, September 25, 2020, September 29, 2020, October 3, 2020, October 6, 2020, October 9, 2020, October 13, 2020, October 17, 2020, October 20, 2020, October 22, 2020, October 25, 2020, October 27, 2020, October 30, 2020, November 1, 2020, and November 6, 2020. 45. Each of these written communications threatens Ms. Stivers that “if you fail to contact us about this account it will be returned to our client who then may forward it to a local attorney for the purposes of filing suit.” 46. Upon information and belief, as of November 6, 2020, Defendant had not returned the Debt to LVNV. 48. Ms. Stivers brings this action as a class action pursuant to Federal Rules of Civil Procedure 23(a) and (b)(3) on behalf of the following class: All persons (a) with a Kansas or California address, (b) to whom TrueAccord sent at least 15 debt collection communications not known to be returned as undeliverable, (c) in connection with the collection of a consumer debt, (d) in the one year preceding the date of this complaint, (e) that included the language “if you fail to contact us about this account it will be returned to our client who then may forward it to a local attorney for the purposes of filing suit.” 49. Excluded from the class is Defendant, its officers and directors, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which Defendant has or had controlling interests. 50. The class satisfies Rule 23(a)(1) because, upon information and belief, it is so numerous that joinder of all members is impracticable. 51. The exact number of class members is unknown to Ms. Stivers at this time and can only be determined through appropriate discovery. 52. The class is ascertainable because it is defined by reference to objective criteria. 53. In addition, upon information and belief, the names and addresses of all members of the proposed class can be identified in business records maintained by Defendant. 54. The class satisfies Rules 23(a)(2) and (3) because Ms. Stivers’s claims are typical of the claims of the members of the class. 56. Ms. Stivers satisfies Rule 23(a)(4) because she will fairly and adequately protect the interests of the members of the class and has retained counsel experienced and competent in class action litigation. 57. Ms. Stivers has no interests that are contrary to or in conflict with the members of the class that she seeks to represent. 58. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy since, upon information and belief, joinder of all members is impracticable. 59. Furthermore, as the damages suffered by individual members of the class may be relatively small, the expense and burden of individual litigation could make it impracticable for the members of the class to individually redress the wrongs done to them. 60. There should be no unusual difficulty in the management of this action as a class action. 61. Issues of law and fact common to the members of the class predominate over any questions that may affect only individual members, in that Defendant has acted on grounds generally applicable to the class. 62. Among the issues of law and fact common to the class: a. Defendant’s violations of the FDCPA as alleged herein; b. whether Defendant is a debt collector as defined by the FDCPA; c. the availability of statutory penalties; and d. the availability of attorneys’ fees and costs. Count I: Violation of the Fair Debt Collection Practices Act, 15 U.S.C. § 1692e 64. Congress enacted the FDCPA in 1977 to “eliminate abusive debt collection practices by debt collectors,” 15 U.S.C. § 1692(e), and in response to “abundant evidence of the use of abusive, deceptive, and unfair debt collection practices by many debt collectors,” which Congress found to have contributed “to the number of personal bankruptcies, to marital instability, to the loss of jobs, and to invasions of individual privacy.” 15 U.S.C. § 1692(a). 65. The FDCPA at 15 U.S.C. § 1692e prohibits a debt collector from using “any false, deceptive, or misleading representation or means in connection with the collection of any debt.” 66. “Section 1692e was enacted against a backdrop of cases in which courts held that communications designed to create a false sense of urgency were deceptive.” Peter v. GC Servs. L.P., 310 F.3d 344, 348 (5th Cir. 2002). 67. Not surprisingly, then, the FDCPA may be violated if “a debt collector ‘creates a false sense of urgency.’” Uyeda v. J.A. Cambece Law Office, P.C., No. 04-04312, 2005 WL 1168421, at *3 (N.D. Cal. 2005) (quoting Morgan v. Credit Adjustment Bd., 999 F. Supp. 803, 808 (E.D. Va. 1998)); see also Statements of General Policy or Interpretation Staff Commentary on the Fair Debt Collection Practices Act, 53 FR 50097-02, 1988 WL 269068, at 8 at 50106 (Dec. 13, 1988) (“A debt collector may not communicate by a format or envelope that misrepresents the nature, purpose, or urgency of the message. It is a violation to send any communication that conveys to the consumer a false sense of urgency.”). 68. As early as June 2020, Defendant began separately threatening Ms. Stivers that “if you fail to contact us about this account it will be returned to our client who then may forward it to a local attorney for the purposes of filing suit.” See, e.g., Ex. A. 70. No matter, for at least five months, Defendant continued to inundate Ms. Stivers with debt collection communications threatening that if she failed to contact Defendant about the Debt, it would be returned to LVNV, who may then forward it to an attorney to file suit. 71. Upon information and belief, Defendant did not return the Debt to LVNV during this time, nor did LVNV file a lawsuit against Ms. Stivers. 72. As a result, Defendant created a false sense of urgency by repeatedly pressuring Ms. Stivers to contact Defendant about the Debt using threats that appeared time-sensitive in nature, but with which Defendant did not follow through. 73. Moreover, Defendant’s threats, though appearing to be time-sensitive in nature to the least sophisticated consumer, were not actually time-sensitive in nature because Defendant had no intention to immediately pursue the threatened action, as evidenced by Defendant’s failure to take the threatened action in a timely manner. 74. Thus, Defendant violated 15 U.S.C. § 1692e by using a false, deceptive, or misleading representation or means in connection with the collection of an alleged debt. 75. The harm suffered by Ms. Stivers is particularized in that the violative debt collection conduct was directed at her personally and regarded her personal alleged debt. 76. Creating a false sense of urgency “implicate[s] core Congressional concerns underlying the FDCPA.” Peter, 310 F.3d at 352. 77. And Ms. Stivers suffered harm here by way of the impairment of an FDCPA- created substantive right to truthful, non-deceptive information in debt collection communications. 79. Because Ms. Stivers was worried about the legal consequences of continuing to ignore Defendant’s communications which threatened a lawsuit if she did not respond, she ultimately contacted counsel for legal advice concerning the threats, including on the timing of when Defendant would be filing suit. 80. Furthermore, Defendant’s debt collection conduct also created a material risk of harm to a concrete interest Congress was trying to protect in enacting the FDCPA. 81. That is, a consumer who is faced with repeated threats of an imminent lawsuit for months on end is likely to suffer stress and anxiety. 82. And here, Ms. Stivers suffered stress and anxiety over the repeated threats—often several times a week for months on end—that if she did not pay the Debt, a lawsuit might soon be filed against her. 83. As well, the repeated threats to Ms. Stivers that Defendant sent to her electronic mail inbox—sometimes multiples times in a week—constitute an invasion of Ms. Stivers’s privacy. Count II: Violation of the Fair Debt Collection Practices Act, 15 U.S.C. § 1692e(10) 84. Ms. Stivers repeats and re-alleges each factual allegation contained in paragraphs 1 - 62. 86. The FDCPA at 15 U.S.C. § 1692e(10) prohibits a debt collector from “[t]he use of any false representation or deceptive means to collect or attempt to collect any debt or to obtain information concerning a consumer.” 87. As early as June 2020, Defendant began threatening Ms. Stivers that “if you fail to contact us about this account it will be returned to our client who then may forward it to a local attorney for the purposes of filing suit.” See, e.g., Ex. A. 88. Ms. Stivers did not contact Defendant about the Debt in response to the June 2020 communication. 89. No matter, for at least five months, Defendant continued to inundate Ms. Stivers with debt collection communications threatening that if she failed to contact Defendant about the Debt, it would be returned to LVNV, who may then forward it to an attorney to file suit. 90. Upon information and belief, Defendant did not return the Debt to LVNV during this time, nor did LVNV file a lawsuit against Ms. Stivers. 91. As a result, Defendant created a false sense of urgency by repeatedly pressuring Ms. Stivers to contact Defendant about the Debt using threats that appeared time-sensitive in nature, but with which Defendant did not follow through. 92. Moreover, Defendant’s threats, though appearing to be time-sensitive in nature to the least sophisticated consumer, were not actually time-sensitive in nature because Defendant had no intention to immediately pursue the threatened action, as evidenced by Defendant’s failure to take the threatened action in a timely manner. 94. The harm suffered by Ms. Stivers is particularized in that the violative debt collection conduct was directed at her personally and regarded her personal alleged debt. 95. Creating a false sense of urgency “implicate[s] core Congressional concerns underlying the FDCPA.” Peter, 310 F.3d at 352. 96. And Ms. Stivers suffered harm here by way of the impairment of an FDCPA- created substantive right to truthful, non-deceptive information in debt collection communications. 97. Due to other financial obligations that take priority, Ms. Stivers was unable to make any payments on the Debt. 98. Because Ms. Stivers was worried about the legal consequences of continuing to ignore Defendant’s communications which threatened a lawsuit if she did not respond, she ultimately contacted counsel for legal advice concerning the threats, including on the timing of when Defendant would be filing suit.

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19. Plaintiffs repeat, reiterate and incorporate the allegations contained in paragraphs numbered *1'through "lS" herein with the same force and effectas if the same were set forth at length herein. 20. On April 18,2015 Defendant began communicating with Plaintiff by rheans of telephone calls to Plaintiff SIMCHA PODOLSKY'S mobile telephone number 732232 1073 attempting to communicate with his wife PLAINTIFF YEHUDIS PODELSKI. 21. On April 18,2A15, Plaintiff SIMCHA PODOLSKI (hereinafter referred to as "SP") answered Defendant's call. 22. A female representative of Defendant asked to speak with Plaintiff YEHUDIS PODELSKI (hereinafter referred to as "YP") and Plaintiff SP informed the caller that he was her husband. 24. Pfaintiff SP replied that Ptaintiffs were aware that a payment was tlue and thereafter Plaintiff SP requested that no telephone calls be made to Plaintiffs' mobile telephone in the future by means of automatic dialing. 25. Defendant's female representative confirmed that Defendant would report Plaintiffs' request that no calls be made and the call concluded. 26. Several days later Defendant placed a second call to Plaintiffs which call was answered by Plaintiff SP. 27, Defendant's representative caller thereupon informed Plaintiff SP that his name was "Rogef and that he was calling as a "courteEy call" to inform Plaintiff that an account was ten (10) days past due. 28. Plaintiff SP repeated his request that he did not want to receive any calls to his telephone by means of automatic dialing. 29. "Roge/' responded by saying that he vvas a live person and asked: "Do you prefer a live person calling you?" 30. Plaintiff SP replied: "l prefer no one calls me." 31. "Roged' replied: "l hear you. Do you want me to hold them off for a period of ten days or a month or so, if you could help me understand that, sir.o 32. Plaintiff SP stated that he did not want to receive any calls. 33. "Roge/'replied: "So you want me to completely hold off any communications to you by phone?" 35. "Rogef' responded by saying, 'l respect that. Definitely l'll make a'note of that, we'll only communicate to you in writing, don't get me wrong, we are just calling to offer support and ensure that this isn't impacting your other credit cards or your credit bureaus or fees, that was the only intention." 36. Several days latet Defendant placed a third call to Plaintiff which was answered by Plaintiff SP. 37. A representative caller of Defendant identified herself as "Gloria Johnson" and stated that she was following up on a past due account. 38. When Plaintiff SP stated that he was unable to make a payment at that time, Ms. Johnson stated that Defendant's account was 59 days past due and that Defendant had "hardship options" to assist in payment. Ms. Johnson asked, "ls there something that happened that you're unable to make a payment?" 39. Plaintiff SP replied that it was "per$onal." 4A. Ms. Johnson stated: .l do have the note about the automatic dialing." 41. Several days after the aforementioned telephone call in April, 2015, Plalntiffs began to rec,eive automatically dialed telephone calls from Defendant at a rate of one per day which amounted to thirty (30) calls. Plaintiffs realized the calls were automatically dialed because when the calls were answered, there was silence on the line. 50. Pursuant to Exhibit "C," at no time did either Plaintiff or the undersigned request that Plaintiff's address be changed to that of the undersigned. 51. On November 7, 2A15, after receiving Defendant's communication, Plaintiff SIMCHA PODOLSKY placed a telephone callto Defendant and was connected to an employee of Defendant who identified herself as "Sydney." 52. Plaintiff stated that he did not authorize a change of address and wanted his credit card address to remain as his home address pursuant to his contract with Defendant. 54. "Sydney" stated: "We are not able to contact you directly. lt is against the law for us to call you or send you anything if you have retained an attorney because we can get sued for that." 55. Plaintiff protested that his bank account was not ln any litigation. 56. "Sydney" responded by saying "l'm not certain where that falls or where the separation should be." 57. Plaintiff stated that he never authorized a change of address for his account. 58. "Sydney" replied, "lt was authorized by someone you asked to represent you, since your attomey is a representation of you because you have retained them," and thereafter refused to restore Plaintiff's correct address. 59. On November 9, 2015, following Plaintiff SIMCHA PODOLSKY's telephone conversation with Defendant of November 7, 2015, Defendant's "Fraud Department" wrote to Plaintiff SIMCHA PODOLSKY by letters dated November 9, 2015 which referenced Account number ending 6608 and Account number ending 9210 and stated: "Thank you for contacting us to update the address on your account." 72. Plaintiff repeats, reiterates and incorporates the allegations contained in paragraphs numbered "1" through "71- herein with the same force and effect as if the same were set forth at length herein. 7'3. Defendant's refusal to abide by the terms of the contract under which Plaintiffs relied for receipt of account information constituted a Fundamental Breach of Contract under New Jersey Common Law 7Lt. Defendant breached their contract with Plaintiffs by making deceptive and untrue statements and assertions (Exhibits "C" and "D") that Plaintiffs requested and authorized a change of address on their banking accounts with Defendant when no such authorization occurred. ?5" As a result of Defendant's violations of New Jersey Common Law of Breach of Contract, Plaintiffs were caused harm to their business. 7 6 As a result of Defendant's violations of New Jersey Cornmon Law of Breach of Contract, Plaintiffs have suffered distress and anxiety by Defendant deliberately and unfairly placing obstacles to Plaintiffs' ability to receive mailed communications and thereby conduct business and Plaintiffs are entitled to $50,000 in damages in accordance with the New Jersey Common Law. CALLING ON AND THEREFORE IS NOT BOUND TO ARBITMTION. NEW YORK, NY 10017

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21. Upon information and belief, Corporate Defendants DEENORA CORP d/b/a Dee's; and DEE'S BRICK OVEN PIZZA, INC d/b/a Dee’s are joint employers of Plaintiff and constitute an enterprise as the term is defined by 29 USC §203(r) insofar as they are indistinguishable from one another, being owned by the same owners, operating under the same doing business name in the same location, and as such have indistinguishable and unified operation and/or common control for a common business purpose, and are co-owned by the same partners. 22. At all relevant times, the work performed by Plaintiff was directly essential to the business operated by DEENORA CORP d/b/a Dee's; and DEE'S BRICK OVEN PIZZA, 54. Plaintiff brings this action individually and as class representative individually and on behalf of all other and former non-exempt employees who have been or were employed by the Defendants for up to the last three (3) years, through entry of judgment in this case (the “Collective Action Period”) and whom were not compensated at their promised hourly rate for all hours worked and at one and one half times their promised work for all hours worked in excess of forty (40) hours per week (the “Collective Action Members”). 55. Plaintiff brings his NYLL claims pursuant to Federal Rules of Civil Procedure (“Fed. R. Civ. P.”) Rule 23, on behalf of all non-exempt personnel employed by Defendants on or after the date that is six years before the filing of the Complaint in this case as defined herein (the “Class Period”). TTroy 10 of 21 Complaint 56. All said persons, including Plaintiff, are referred to herein as the “Class.” 57. The Class members are readily ascertainable. The number and identity of the Class members are determinable from the records of Defendants. The hours assigned and worked, the positions held, and the rate of pay for each Class Member is also determinable from Defendants’ records. For purpose of notice and other purposes related to this action, their names and addresses are readily available from Defendants. Notice can be provided by means permissible under said Fed. R. Civ. P. 23. Numerosity 58. The proposed Class is so numerous that joinder of all members is impracticable, and the disposition of their claims as a class will benefit the parties and the Court. Although the precise number of such persons is unknown, and the facts on which the calculation of the number is presently within the sole control of the Defendants, upon information and belief, there are more than forty (40) members of the class. Commonality 59. There are questions of law and fact common to the Class which predominate over any questions affecting only individual class members, including: a. Whether Defendant employed Plaintiff and the Class within the meaning of the New York law; b. Whether Plaintiff and Class members are promised and not paid at their promised hourly wage; c. Whether Plaintiff and Class members are not paid at least the hourly minimum wage for each hour worked; d. Whether Plaintiff and Class members are entitled to and paid overtime at their TTroy 11 of 21 Complaint promised hourly wage under the New York Labor Law; e. Whether Defendants maintained a policy, pattern and/or practice of failing to pay Plaintiff and the Rule 23 Class spread-of-hours pay as required by the NYLL; f. Whether Defendants maintained a policy, pattern and/or practice of failing to provide requisite statutory meal periods; g. Whether Defendants provided a Time of Hire Notice detailing rates of pay and payday at the start of Plaintiff and the Rule 23 Class’s start of employment and/or timely thereafter; h. Whether Defendants provided paystubs detailing the rates of pay and credits taken towards the minimum wage to Plaintiff and the Rule 23 class on each payday; and i. At what common rate, or rates subject to common method of calculation was and is Defendants required to pay the Class members for their work. Typicality 60. Plaintiff's claims are typical of those claims which could be alleged by any member of the Class, and the relief sought is typical of the relief that would be sought by each member of the Class in separate actions. All the Class members were subject to the same corporate practices of Defendants, as alleged herein, of failing to pay minimum wage or overtime compensation. Defendants’ corporate-wide policies and practices affected all Class members similarly, and Defendants benefitted from the same type of unfair and/or wrongful acts as to each Class member. Plaintiff and other Class members sustained similar losses, injuries and damages arising from the same unlawful policies, practices and procedures. Adequacy 61. Plaintiff is able to fairly and adequately protect the interests of the Class and TTroy 12 of 21 Complaint have no interests antagonistic to the Class. Plaintiff is represented by attorneys who are experienced and competent in representing Plaintiffs in both class action and wage-and-hour employment litigation cases. Superiority 62. A class action is superior to other available methods for the fair and efficient adjudication of the controversy, particularly in the context of wage-and-hour litigation where individual Class members lack the financial resources to vigorously prosecute a lawsuit against corporate defendants. Class action treatment will permit a large number of similarly situated persons to prosecute their common claims in a single forum simultaneously, efficiently and without the unnecessary duplication of efforts and expenses that numerous individual actions engender. Because the losses, injuries and damages suffered by each of the individual Class members are small in the sense pertinent to a class action analysis, the expenses and burden of individual litigation would make it extremely difficult or impossible for the individual Class members to redress the wrongs done to them. Further, important public interests will be served by addressing the matter as a class action. The adjudication of individual litigation claims would result in a great expenditure of Court and public resources; however, treating the claims as a class action would result in a significant saving of these costs. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent and/or varying adjudications with respect to the individual members of the Class, establishing incompatible standards of conduct for Defendants and resulting in the impairment of Class members’ rights and the disposition of their interests through actions to which they were not parties. The issues in this action can be decided by means of common, class-wide proof. In addition, if appropriate, the Court can, and is empowered to, fashion TTroy 13 of 21 Complaint methods to efficiently manage this action as a class action. 63. Upon information and belief, Defendants and other employers throughout the state violate the New York Labor Law. Current employees are often afraid to assert their rights out of fear of direct or indirect retaliation. Former employees are fearful of bringing claims because doing so can harm their employment, future employment, and future efforts to secure employment. Class actions provide class members who are not named in the complaint a degree of anonymity which allows for the vindication of their rights while eliminating or reducing these risks. Defendants Constitute an Enterprise

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21. PNC utilized Corevest and Prins to originate mortgage loans to consumers looking to acquire properties over a period of years out of the New York office. 23. Corevest and Prins solicited Barli for four different mortgage loans, spanning over 60 single-family homes as collateral. 24. Corevest and Prins affirmatively represented to Barli that as part of the mortgage payment, there would be an escrow for Capital Expenditures, which could be drawn upon at Borrower’s request. 25. Neither Corevest nor Prins ever disclosed that there would be a fee incurred for each draw request of Borrower’s own funds. 26. Corevest and Prins affirmatively represented that each loan had a standard five- year prepayment schedule, which is common in commercial financing. 27. Corevest and Prins further represented that there would be a Holdback Reserve as part of the mortgage payment, which again were Borrower’s own funds, which could be drawn upon at Borrower’s request. 28. Once again, neither Corevest nor Prins disclosed that there would be any fee to access these funds, nor that they would require Borrower to default on their mortgage loan. 29. Prins sent an email to Barli offering a $1,000 closing cost credit if the initial expense deposit wire was sent by November 21, 2018. (a true and accurate copy of the email from Prins to Barli, dated November 21, 2018 is annexed hereto as “Appendix A.”) 30. In reliance on Prins’ email, Barli wired the expense deposit to Corevest and Prins. 32. When Barli questioned Prins about it, Prins threatened to not close the loan over this and called Barli an “asshole” and hung up on him. 33. Since so much time and money had been expended by Barli to get to closing, the loan closed with only the $500 credit. (a true and accurate copy of the signed HUD statement is annexed hereto as “Appendix B.”) 34. The credit of only $500.00 appears on line 205 of the HUD statement. 35. Barli took out four (4) separate mortgages with PNC, Corevest, and Prins. 36. The first mortgage covered a portfolio of ten (10) single-family homes. 37. The second mortgage covered a portfolio of nineteen (19) single-family homes. 38. The third mortgage spanned a portfolio of fourteen (14) single-family homes. 39. The fourth mortgage covered a portfolio of twenty-nine (29) single-family homes. 40. After making mortgage payments for several years, Barli contacted Corevest to recapture some of his escrowed funds for Capital Expenditures performed on the properties. 41. Barli emailed with PNC, Corevest and Midland over a period of seven (7) months in an effort to get his own funds back for the repairs that were performed. (a true and accurate copy of emails between Barli, Corevest and Midland are annexed hereto as “Appendix C.”) 42. PNC, Corevest and Midland charged Barli Two Hundred Fifty Dollars ($250.00) per draw request. 44. PNC, Corevest and Midland willfully delayed the process of giving Barli back his own escrowed funds. (See Appendix C, email from CJ Suzuki to Barli, stating it should take 2 weeks from submitting the complete package to receive funds) 45. PNC, Corevest and Midland unilaterally reduced the draw request by determining that certain items were non-reimbursable, demanding that Barli submit another new draw request to obtain the additional funds, in an effort to charge another Two Hundred Fifty Dollar ($250.00) fee on the loan. (a true and accurate copy of emails between Barli, PNC, Corevest and Midland are annexed hereto as “Appendix D.”) 46. In the last draw request made by Barli, PNC and Midland unilaterally reduced the amount again, forcing Barli to request those funds on the next draw request, forcing another fee to be incurred. (a true and accurate copy of the email from Elizabeth Buckley to Barli, dated January 22, 2020 is annexed hereto as “Appendix E.”) 47. PNC, Midland, Corevest, AlterDormus, Prins and Vilimas began engaging in even more egregious and shocking conduct once the COVID-19 pandemic broke out. 48. In April of 2020, Barli contact PNC and Midland in an effort to discuss options for the hardships being faced by millions across our country. (a true and accurate copy of the email between Barli and Carla Byers, dated April 2, 2020 is annexed hereto as “Appendix F.”) 50. Over the next four (4) months, Byers, PNC and Midland unilaterally changed their options for borrowers. (true and accurate copy of emails between Byers and Barli, from April – June, 2020 are annexed hereto as “Appendix G.”) 51. The new options being offered by PNC, Corevest and Midland all came with hefty fees the borrower would have to pay. 52. PNC, Corevest and Midland had actual knowledge that Barli was facing financial hardships due to the COVID-19 pandemic and still tried to force egregious fees onto him. (see Appendix G) 53. For the fourth of Bali’s mortgages, there was a Holdback Escrow of $17,527.96, which Barli asked to utilize to make one months’ mortgage payment, to enable the portfolio to get up and running. (see Appendix G) 54. After weeks of intentionally delaying the processing of returning Barli’s own escrowed funds back to him, PNC, Corevest and Midland ignored Barli’s request and forced him to incur a late charge and an NSF fee assessed by PNC, Corevest and Midland. (see Appendix G) 55. On June 15, 2020, DeAnna Barela, a Loan Servicing Senior Analyst for Midland sent an email to Byers stating that Barli had advised that he wanted to use his escrowed funds to cover the mortgage payment. (a true and accurate copy of that email from Barela to Byers, dated June 15, 2020 is annexed hereto as “Appendix H.”) 57. Barli spoke via telephone to Byers who explained that the legal retainer could end up as high as Twenty Thousand to Thirty Thousand Dollars ($20,000 - $30,000) for this modification. 58. Barli responded by stating that the loan agreement stated exactly what was being asked for and that no modification was being requested at all. (see Appendix H) 59. Byers proceeded to respond that to continue with using Barli’s own funds, PNC and Midland would have to declare Barli’s loan in default due to non-payment, in a further international act to charge additional fees to the mortgage. (see Appendix H) 60. Byers then proceeded to try and charge Barli an additional processing fee of $500 to $1,000 per loan. (see Appendix H) 61. Barli continued to explain to Byers, PNC and Midland that he was not late, nor seeking any modification. He was simply looking to use his own escrowed funds to cover the mortgage payment, of which there was plenty of. 62. Despite the numerous requests and emails documenting everything, PNC, Corevest and Midland forced the loan into default so they could charge exorbitant fees against Barli. 63. In August of 2020, Barli contacted Corevest in an effort to discuss options for two of his mortgages. 65. Barli inquired about the prepayment penalty on the loan, which was represented by Prins, PNC and Corevest to be a standard five-year prepayment schedule. 66. Bolanos stated she could not provide a payoff without having a formal quote prepared, which costs Two Hundred and Fifty Dollars ($250.00) per request. (see Appendix I) 67. As evidenced from the email exchanges between Bolanos and Corevest and Barli, Midland was directing Barli to Corevest and Corevest was simply redirecting Barli back to Midland, in an international effort to frustrate and thwart Barli’s efforts. 68. In October of 2020, Barli was introduced to Vilimas as someone who could provide assistance with the mortgage payments given the state of affairs with the COVID-19 pandemic. 69. Barli sent an email to Vilimas, stating he was trying to be proactive and asking for a disclosure of fees before moving forward. (a true and accurate copy of the email from Barli to Vilimas, dated October 13, 2020 is annexed hereto as “Appendix J.”) 70. Vilimas responded that to even consider a forbearance agreement, there would be fees, “which would include but are not limited to legal fees, a loan modification fee, and Special Servicing Fees.” (see Appendix J) 71. Barli emailed Vilimas on October 16, 2020, stating that due to the exorbitant fees, it did not make sense to get a forbearance. (a true and accurate copy of the email from Barli to Vilimas, dated October 16, 2020 is annexed hereto as “Appendix K.”) 73. Byers had represented to Barli in an earlier call that the standard five-year prepayment schedule was followed, as evidenced by Barli’s email dated November 16, 2020 to Byers. (see Appendix L) 74. Rachel LaCombe, an Asset Manager for Midland, responded to that email stating that “we cannot give you a rough estimate of this premium without ordering a quote from our Payoff Dept.” and trying to charge another Two Hundred Fifty Dollar ($250.00) fee to prepare a payoff. (see Appendix L) 75. When Barli further questioned Rachel LaCombe, she responded that “the calculation is complex and is only calculated by the Payoff Dept.” trying to charge another Two Hundred Fifty Dollar ($250.00) fee on the loan. (a true and accurate copy of the email from Rachel LaCombe to Barli, dated November 19, 2020 is annexed hereto as “Appendix M.”) 76. Meanwhile, Vilimas had emailed Barli again on October 29, 2020 to advise him that the prepayment penalty on one mortgage loan, with a principal balance of $737,000 would be Three Hundred Twenty Thousand Dollars ($320,000.00) plus legal fees and accrued interest. (a true and accurate copy of the email from Vilimas to Barli, dated October 29, 2020 is annexed hereto as “Appendix N.”) 77. Barli was appalled at this egregious and exorbitant payoff figure and expressed that to Vilimas by telephone. 79. Vilimas then proceeded to demand the payment and threatened that additional fees would accrue if Barli did not pay the $1,500.00. (see Appendix O) 80. Barli responded to Vilimas that no fees were ever disclosed to him, despite Barli asking repeatedly for that and asked for documentation in writing of the fees being disclosed to Barli. (see Appendix O) 81. Vilimas responded that “I understand that we did not come to terms on a loan modification, but being transferred to Special Servicing automatically triggers the accrual of those fees.” (See Appendix O, emphasis added) 82. The repeated course of conduct and bad faith exuded by all the Defendants are completely unreasonable and egregious, shocking the conscience of any reasonable person. Defendants knew that Plaintiff was dealing with financial hardships due to the COVID-19 pandemic, yet proceeded to charge excessive and unnecessary fees, instead of providing any assistance. 83. The deplorable actions taken by the Defendants should not be tolerated by this Court under any circumstances. 85. All of the members of the classes and sub-classes are collectively referred to as the “Class” or “Class Members.” 86. Plaintiff reserves the right to modify or amend the Class definition before the Court determines whether class certification is appropriate. 87. Excluded from the Class are: (i) Defendant and any entities in which Defendant has a controlling interest; (ii) any entities in which Defendant’s officers, directors, or employees are employed and any of the legal representatives, heirs, successors, or assigns of Defendant; (iii) the Judge to whom this case is assigned and any member of the Judge’s immediate family and any other judicial officer assigned to this case; and (iv) all governmental entities. 88. The members of the Class are so numerous that their joinder is impracticable. 90. The claims of the named Plaintiffs are typical of the claims of the Class and do not conflict with the interests of any other members of the Class in that the Plaintiffs and the other members of the Class were subject to the same wrongful policies and practices by Defendants. 91. The individually named Plaintiffs will fairly and adequately represent the interests of the proposed Class. They are committed to the vigorous prosecution of the Class’ claims and have retained attorneys who are qualified to pursue this litigation and have experience in litigation matters. 92. Counsel competent and experienced in federal class action and federal civil rights litigation has been retained to represent the class. In that regard, Rita Dave, Esq. is an experienced attorney with extensive experience in litigation. Daniel Barli, Esq., is likewise an experienced commercial litigator with extensive experience in complex transactions. Moreover, plaintiff’s counsel intend to retain co-counsel specializing in federal class action and federal civil rights litigation. 93. This class action is superior to any other method for the fair and efficient adjudication of this legal dispute, as joinder of all Class members is impracticable. The damages suffered by members of the Class, although substantial, are small in relation to the extraordinary expense and burden of individual litigation and therefore it is highly impractical for such Class members to attempt individual redress for damages. 95. The Defendants have acted or refused to act on grounds generally applicable to the Class, making final declaratory or injunctive relief appropriate 96. The Class is easily ascertainable as Defendants’ computerized records can identify all mortgagors who took out loans with their companies and all mortgagors who have contacted them for relief options. 97. The questions of law and fact common to members of the Classes predominate over any questions affecting only individual members. 98. Notice to the proposed Class can be achieved through the U.S. mail to the addresses of the Class members that are kept within Defendants’ records.

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2.0 guidelines; c. Regularly test user accessibility by blind or vision-impaired persons to ensure that Defendant’s Website complies under the WCAG 2.0 guidelines; and, d. Develop an accessibility policy that is clearly disclosed on Defendant’s Website, with contact information for users to report accessibility-related problems and require that any third party vendors who participate on its Website to be fully accessible to the disabled by conforming with WCAG 2.0 criteria. 27. Defendant offers the commercial website, WWW.CUTCO.COM, to the public. The website offers features which should allow all consumers to access the products and services which Defendant offers in connection with their physical locations. The products and services offered by Defendant include, but are not limited to the following, and the Defendant’s website allows consumers to find information about: showroom location and hours, products and/or services offered for sale, technical specifications of its products, prices, warranties, awards and other vital information needed by prospective consumers in order to make informed decisions about the Defendant’s products and/or services. 29. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using the JAWS screen-reader. 30. Plaintiff, BRAULIO THORNE, attended the boat fair at Javits during its sales exhibition January 23-27, 2019 in order to obtain information from the personal boat, watercraft and related accessories and/or services sellers presenting and marketing at the fair, including the Defendant. 31. Soon after attending the Javits fair, the Plaintiff attempted to access the Defendant’s website in order to obtain additional information about the Defendant’s products and services but was thwarted in his efforts to do so due to the inaccessibility of the Defendant’s website as set forth herein. 34. By its failure to provide a website that is accessible to the blind or vision impaired, Defendant intentionally violated federal, state and city statutes and regulations designed to protect those members of society who are in need of protection by those various laws. Defendant Must Remove Barriers To Its Website 35. Due to the inaccessibility of Defendant’s Website, blind and visually- impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from accessing the Website. 36. These access barriers on Defendant’s Website have deterred Plaintiff from visiting Defendant’s physical locations and enjoying the services offered by the Defendant equal to sighted individuals because: Plaintiff was unable to find information about: showroom location and hours, products and/or services offered for sale, technical specifications of its products, prices, warranties, awards and other vital information needed by prospective consumers in order to make informed decisions about the Defendant’s products and services. Plaintiff intends to visit Defendant's physical showrooms in the near future if he could access their website. 38. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 39. Because simple compliance with the WCAG 2.0 Guidelines would provide Plaintiff and other visually-impaired consumers with equal access to the Website, Plaintiff alleges that Defendant has engaged in acts of intentional discrimination or with deliberate indifference, including, but not limited to, the following policies or practices: a. Constructing and maintaining a website that is inaccessible to visually-impaired individuals, including Plaintiff; b. Failure to construct and maintain a website that is sufficiently intuitive so as to be equally accessible to visually-impaired individuals, including Plaintiff; and, c. Failing to take actions to correct these access barriers in the face of substantial harm and discrimination to blind and visually-impaired consumers, such as Plaintiff, as a member of a protected class. 40. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 42. Because Defendant’s Website has never been equally accessible, and because Defendant lacks a corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff invokes 42 U.S.C. § 12188(a)(2) and seeks a permanent injunction requiring Defendant to retain a qualified consultant acceptable to Plaintiff (“Agreed Upon Consultant”) to assist Defendant to comply with WCAG 2.0 guidelines for Defendant’s Website. The Website must be accessible for individuals with disabilities who use computers, laptops, tablets and smart phones. Plaintiff seeks that this permanent injunction requires Defendant to cooperate with the Agreed Upon Consultant to: a. Train Defendant’s employees and agents who develop the Website on accessibility compliance under the WCAG 2.0 guidelines; b. Regularly check the accessibility of the Website under the WCAG 44. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 45. Defendant has, upon information and belief, invested substantial sums in developing and maintaining its Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making their Website equally accessible to visually impaired customers. 46. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 47. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of products and services offered in Defendant’s physical locations and on its website, during the relevant statutory period. 49. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of products and services offered in Defendant’s physical locations and on its website, during the relevant statutory period. 50. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYSHRL or NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYSHRL and the NYCHRL. 52. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no interests antagonistic to the Class Members. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 53. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 54. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 55. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 57. Defendant’s showrooms and sales exhibits at Javits are public accommodations within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). Defendant’s Website is a service, privilege, or advantage of Defendant’s physical sales locations. The Website is a service that is heavily integrated with these locations and is a gateway thereto. 58. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 59. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 61. The acts alleged herein constitute violations of Title III of the ADA, and the regulations promulgated thereunder. Plaintiff, who is a member of a protected class of persons under the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, Plaintiff has been denied full and equal access to the Website, has not been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 62. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 63. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 64. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 66. Defendant is subject to New York Human Rights Law because it owns and operates its physical locations and Website. Defendant is a person within the meaning of N.Y. Exec. Law § 292(1). 67. Defendant is violating N.Y. Exec. Law § 296(2)(a) in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with Defendant’s physical locations to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities and services that Defendant makes available to the non-disabled public. 68. Under N.Y. Exec. Law § 296(2)(c)(i), unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations being offered or would result in an undue burden". 70. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 71. Defendant’s actions constitute willful intentional discrimination against the State Sub-class on the basis of a disability in violation of the NYSHRL, N.Y. Exec. Law § 296(2) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is not sufficiently intuitive and/or obvious that it is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 72. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 74. Defendant’s actions were and are in violation of New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 75. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 76. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 77. Under N.Y. Exec. Law § 297 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 78. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 79. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 81. Defendant is subject to NYCHRL because it owns and operates its physical sales locations in the City of New York and its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 82. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated with its physical sales locations to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods, and services that Defendant makes available to the non-disabled public. 83. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 85. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 86. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed City Sub-Class on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website and its establishments under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the City Sub-Class will continue to suffer irreparable harm. 87. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 88. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502(a). 89. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 90. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 91. Plaintiff, on behalf of himself and the Class and New York State and City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 93. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF Defendant’s Barriers on Its Website VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE NYSHRL

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22. Plaintiff’s alleged obligation arises from a transaction in which the money, property, insurance, or services that are the subject of the transaction were incurred primarily for personal, family, or household purposes—namely, a personal automobile loan (the “Debt”). 23. Defendant uses instrumentalities of interstate commerce or the mails in a business the principal purpose of which is the collection of any debts. 24. Defendant regularly collects or attempts to collect, directly or indirectly, debts owed or due, or asserted to be owed or due, another. 25. In connection with the collection of the Debt, Defendant sent Plaintiff a letter dated January 8, 2018. 26. A true and correct copy of Defendant’s January 8, 2018 letter is attached to this complaint as Exhibit A. 27. Defendant’s January 8, 2018 letter was Defendant’s initial communication with Plaintiff in connection with the collection of the Debt. 28. Defendant’s January 8, 2018 letter purported to provide the statements required by 15 U.S.C. § 1692g(a). 29. Among the rights provided by 15 U.S.C. § 1692g(a) is a 30-day period from the consumer’s receipt of the initial communication in which the consumer may dispute the debt or request verification. 30. Defendant sent Plaintiff a subsequent letter dated January 29, 2018. 32. Defendant’s January 29, 2018 letter states, in part: We have tried to contact you in order to resolve the debt owed by you to our Client. We want to do so without the need for litigation, but unfortunately, we still have not heard from you and this matter remains unresolved. Unless we hear from you now, we can only assume that you are refusing to voluntarily address this matter. While it is not our wish to do so, failing to hear from you, we will be compelled to sue. Exhibit B. 33. Defendant’s January 29, 2018 letter further states: “I urge you to contact my Legal Collection Assistant . . . to make arrangements to pay. . . . Please call now.” Id. 34. By threatening imminent legal action and urging Plaintiff to contact Defendant immediately to make payment arrangements, Defendant overshadowed Plaintiff’s right to dispute and request verification of the Debt within the 30 day time period. 35. Plaintiff repeats and re-alleges all factual allegations above. 36. Defendant’s January 29, 2018 letter is based on a form or template used by Defendant to send collection letters (the “Template”). 38. Defendant regularly sends collection letters based on the Template within 30 days from the initial communication with a consumer, and has done so with respect to over 40 individuals in Arizona. 39. The Template overshadows the disclosures required pursuant to 15 U.S.C. § 1692g(a) during the thirty-day dispute period in the same manner as Defendant did with Plaintiff above. 40. Plaintiff brings this action on behalf of herself and all others similarly situated. Specifically, Plaintiff seeks to represent the following class of individuals: All persons with an Arizona address, to whom Defendant sent a letter based upon the Template, in connection with the collection of a consumer debt, within one year before the date of this complaint and within 30 days of having sent an initial communication to such person. 41. The proposed class specifically excludes the United States of America, the State of Arizona, counsel for the parties, the presiding United States District Court Judge, the Judges of the United States Court of Appeals for the Ninth Circuit, and the Justices of the United States Supreme Court, all officers and agents of Defendant, and all persons related to within the third degree of consanguinity or affection to any of the foregoing persons. 42. The class is averred to be so numerous that joinder of members is impracticable. 44. The class is ascertainable in that the names and addresses of all class members can be identified in business records maintained by Defendant. 45. There exists a well-defined community of interest in the questions of law and fact involved that affect the parties to be represented. These common questions of law and fact predominate over questions that may affect individual class members. Such issues include, but are not limited to: (a) the existence of Defendant’s identical conduct particular to the matters at issue; (b) Defendant’s violations of the FDCPA; (c) the availability of statutory penalties; and (d) attorneys’ fees and costs. 46. Plaintiff’s claims are typical of those of the class she seeks to represent. 47. The claims of Plaintiff and of the class originate from the same conduct, practice, and procedure on the part of Defendant. Thus, if brought and prosecuted individually, the claims of the members of the class would require proof of the same material and substantive facts. 48. Plaintiff possesses the same interests and has suffered the same injuries as each class member. Plaintiff asserts identical claims and seeks identical relief on behalf of the unnamed class members. 49. Plaintiff will fairly and adequately protect the interests of the class and has no interests adverse to or which directly and irrevocably conflict with the interests of other members of the class. 50. Plaintiff is willing and prepared to serve this Court and the proposed class. 52. Plaintiff has retained the services of counsel who are experienced in consumer protection claims, as well as complex class action litigation, will adequately prosecute this action, and will assert, protect and otherwise represent Plaintiff and all absent class members. 53. Class certification is appropriate under Fed. R. Civ. P. 23(b)(1)(A) and 23(b)(1)(B). The prosecution of separate actions by individual members of the class would, as a practical matter, be dispositive of the interests of other members of the class who are not parties to the action or could substantially impair or impede their ability to protect their interests. 54. The prosecution of separate actions by individual members of the class would create a risk of inconsistent or varying adjudications with respect to individual members of the class, which would establish incompatible standards of conduct for the parties opposing the classes. Such incompatible standards of conduct and varying adjudications, on what would necessarily be the same essential facts, proof and legal theories, would also create and allow the existence of inconsistent and incompatible rights within the class. 55. Class certification is appropriate under Fed. R. Civ. P. 23(b)(2) in that Defendant has acted or refused to act on grounds generally applicable to the class, making final declaratory or injunctive relief appropriate. 57. Moreover, a class action is superior to other methods for the fair and efficient adjudication of the controversies raised in this Complaint in that: (a) individual claims by the class members will be impracticable as the costs of pursuit would far exceed what any one plaintiff or class member has at stake; (b) as a result, very little litigation has commenced over the controversies alleged in this Complaint and individual members are unlikely to have an interest in prosecuting and controlling separate individual actions; and (c) the concentration of litigation of these claims in one forum will achieve efficiency and promote judicial economy. 58. Plaintiff repeats and re-alleges each factual allegation contained above. 59. A key provision of the FDCPA is § 1692g, which requires a debt collector to send, within five days of its initial communication with a consumer, a written notice which provides information regarding the debt and informs the consumer of his or her right to dispute the validity of the debt, and/or request the name and address of the original creditor, within 30 days of receipt of the notice. See 15 U.S.C. § 1692g(a). 60. Congress adopted “the debt validation provisions of section 1692g” to guarantee that consumers would receive “adequate notice” of their rights under the FDCPA. Wilson v. Quadramed Corp., 225 F.3d 350, 354 (3d Cir. 2000) (citing Miller v. Payco–General Am. Credits, Inc., 943 F.2d 482, 484 (4th Cir. 1991)). 62. “The statute is not satisfied merely by inclusion of the required debt validation notice; the notice Congress required must be conveyed effectively to the debtor. It must be large enough to be easily read and sufficiently prominent to be noticed—even by the least sophisticated debtor.” Gostony v. Diem Corp., 320 F. Supp. 2d 932, 938 (D. Ariz. 2003); (citing Ost v. Collection Bureau, Inc., 493 F. Supp. 701, 703 (D.N.D. 1980) (“communication must not be designed to ‘evade the spirit of the notice statute, and mislead the debtor into disregarding the notice’”). 63. To ensure debt collectors’ notices meaningfully convey consumers’ rights under § 1692g, Congress has further declared that “[a]ny collection activities and communication during the 30-day period may not overshadow or be inconsistent with the disclosure of the consumer’s right to dispute the debt or request the name and address of the original creditor.” Id. 64. If a consumer requests validation, “the debt collector shall cease collection of the debt . . . until the debt collector obtains verification” and mails such verification to the consumer. 15 U.S.C. § 1692g(b). 66. One way in which a debt collection letter can overshadow the notice of rights under § 1692g is by threatening suit within the 30-day period. 67. While a debt collector may legally initiate suit before the expiration of the 30-day period, a debt collection notice violates § 1692g where such threats would cause an unsophisticated consumer to overlook or ignore his or her rights. 68. To assist debt collectors who wish to threaten suit in collection notices, Judge Posner has drafted “safe harbor” language—adopted by courts around the nation— that explains the apparent contradiction between the consumer’s right to dispute within 30 days and the debt collector’s right to bring suit before the expiration of that period, which reads, in relevant part, as follows: The law does not require me to wait until the end of the thirty-day period before suing you to collect this debt. If, however, you request proof of the debt or the name and address of the original creditor within the thirty-day period that begins with your receipt of this letter, the law requires me to suspend my efforts (through litigation or otherwise) to collect the debt until I mail the requested information to you. Bartlett v. Heibl, 128 F.3d 497, 502 (7th Cir. 1997). 69. Where a collection letter makes no effort to explain that the consumer may take advantage of his or her rights under § 1692g, notwithstanding the threat to file a lawsuit within the 30-day dispute period, the debt collector runs the risk of violating § 1692g(b). VIOLATION OF 15 U.S.C. § 1692g(b)

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1 A. TRADE AND COMMERCE 2 1 VIOLATION OF SECTION 1 OF THE SHERMAN ACT 2 10 VII. FACTS ................................................................................................... 11 11 16 COUNT TWO ............................................................................................... 29 17 22 39. During the Class Period, Defendants employed timeshare sales personnel in 3 Virginia and throughout the United States, including this judicial district. 4 40. Defendants’ conduct substantially affected interstate commerce throughout 5 the United States and caused antitrust injury throughout the United States. 6 7 B. 94. Plaintiffs, individually and on behalf of all others similarly situated, reallege 3 and incorporate herein by reference each of the allegations contained in the preceding 4 paragraphs of this Complaint, and further allege against Defendants and each of them as 5 follows: 6 95. Berkley and Bluegreen are direct competitors for employees, including the 7 specialized timeshare sales personnel covered by the agreement at issue here. Berkley and 8 Bluegreen entered into a naked no-solicitation and no-hiring agreement, thereby reducing 9 their ability and incentive to compete for these employees. This agreement suppressed 10 competition between Berkley and Bluegreen, thereby limiting affected employees’ ability 11 to secure better compensation, benefits, and working conditions. 12 96. Berkley and Bluegreen entered into and enforced an unlawful agreement in 13 restraint of the trade and commerce described above in violation of Section 1 of the 14 Sherman Act, 15 U.S.C. § 1. Beginning no later than October 16, 2007 and continuing at 15 least through November 2013, these companies engaged in a continuing trust in restraint of 16 trade and commerce in violation of Section 1 of the Sherman Act. 17 97. Berkley and Bluegreen devised, monitored, and enforced the agreement 18 with the purpose and effect of: (a) fixing the compensation of Plaintiffs and the Class at 19 artificially low levels; and (b) substantially eliminating competition among Defendants and 20 their direct competitors for skilled labor services. 21

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10. After decades of no progress, in June 2006, female Morgan Stanley FAs challenged unequal pay and account distributions in the class action sex discrimination lawsuit Augst-Johnson v. Morgan Stanley & Co., No. 06-cv-1142 (D.D.C.). In April 2007, Morgan Stanley agreed to settle the Augst-Johnson case for $46 million. 11. Around the same time, a group of 14 current and former African American Morgan Stanley FAs had notified Morgan Stanley of the pattern and practice of discrimination they had suffered at the Firm. Morgan Stanley pretended to negotiate in good faith with this group of committed employees for meaningful policy reforms. In reality, however, the Firm secretly negotiated to transform a dormant putative gender discrimination class action into a race, color and national origin class action settlement, Jaffe v. Morgan Stanley & Co., No. 3:06-cv- 03903-TEH (N.D. Cal.). The only class representative at the time was excluded from 3 In 2001, the EEOC again sued Morgan Stanley on behalf of a class of female officers and women eligible for promotion. Morgan Stanley resolved the case in July 2004 by agreeing to a consent decree that required the Firm to pay $54 million. EEOC/Schieffelin v. Morgan Stanley & Co., 01-CIV-8421 (S.D.N.Y.). 4 33. Plaintiff brings this action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of a class of African Americans who worked for Morgan Stanley as FA Trainees or FAs and who were subjected to discrimination by Morgan Stanley due to their race. All requirements of class certification are met by the proposed class. 34. The class of African American employees and former employees is so numerous that joinder of all members is impracticable. Fed. R. Civ. P. 23(a)(1). 35. There are questions of law and fact common to the class, and those questions can and should be resolved in a single proceeding that furthers this litigation. Fed. R. Civ. P. 23(a)(2). 36. The claims alleged by Plaintiff are typical of the claims of the class. Fed. R. Civ. P. 23(a)(3). 37. Plaintiff will fairly and adequately represent and protect the interests of the class. Fed. R. Civ. P. 23(a)(4). 38. The issues of determining liability and equitable relief, among other issues, are appropriate for issue certification under Rule 23(c)(4), as are other common issues. 39. The proposed class also meets the requirements for certification under Rule 23(b)(2) and/or Rule 23(b)(3). The questions of law and fact common to the members of the class predominate over any questions affecting only individual members, and a class action is superior to other available methods for the fair and efficient adjudication of the controversy. Fed. R. Civ. P. 23(b)(3). 12 40. Plaintiff, on behalf of herself and those similarly situated, realleges paragraphs 1 through 39 and incorporates them by reference as though fully stated herein as part of Count I of this Complaint. 41. Section 1977 of the Revised Statutes, 42 U.S.C. § 1981, as amended, guarantees persons of all races the same right to make and enforce contracts, regardless of race. The term “make and enforce” contracts includes the making, performance, modification, and termination of contracts, and the enjoyment of all benefits, privileges, terms, and conditions of the contractual relationship. 42. Morgan Stanley maintained a nationwide set of uniform, discriminatory employment practices and engaged in a pattern or practice of systemic race discrimination against African Americans that constitutes illegal intentional race discrimination in violation of 42 U.S.C. § 1981. 43. Plaintiff and all those similarly situated were subjected to and harmed by Morgan Stanley’s systemic and individual discrimination. 44. Plaintiff realleges paragraphs 1 through 39 and incorporates them by reference as though fully stated herein as part of Count II of this Complaint. 45. Plaintiff alleges that she suffered retaliation and harm because of her protected activity, in violation of 42 U.S.C. § 1981. 13 46. Plaintiff, on behalf of herself and those similarly situated, realleges paragraphs 1 through 39 and incorporates them by reference as though fully stated herein as part of Count III of this Complaint. 47. Plaintiff is a class member in the Jaffe v. Morgan Stanley settlement class approved by this Court, which constitutes a binding contract between Defendant and the Jaffe class. As such, Plaintiff is a party to and beneficiary of the Jaffe Settlement. 48. By failing to abide by the terms of the Programmatic Relief in the Jaffe Settlement, Defendant breached the terms of the Settlement Agreement. 49. Plaintiff was harmed by Defendant’s breach of the terms of the Jaffe Settlement. 9. Morgan Stanley has a long history of discrimination against its brokerage workforce. In the 1970s, the Equal Employment Opportunity Commission (“EEOC”) sued Morgan Stanley’s predecessor, Dean Witter, for engaging in a class-wide pattern and practice of race and sex discrimination with respect to recruitment, hiring, assignment, training, promotion, and other terms and conditions of broker employment. See EEOC v. Dean Witter & Co, Inc., Case No. 78-839 (E.D. Pa.).3 BREACH OF CONTRACT RACE DISCRIMINATION IN VIOLATION OF 42 U.S.C. SECTION 1981 RETALIATION IN VIOLATION OF 42 U.S.C. SECTION 1981

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13. Definition of Class. The class consists of all individuals who: (1) have been, are or will be participants or beneficiaries under the Plan, at any time on or after October 3, 2009 and/or the relevant statute of limitations; and (2) have required, require or are expected to require treatment in an outdoor/wilderness behavioral healthcare program or programs for a mental health condition. 14. Size of Class. The class of Plan participants and beneficiaries who have required treatment in outdoor/wilderness behavioral healthcare programs for a mental health condition is expected to be so numerous that joinder of all members is impracticable. 21. During the relevant time periods, N.F., A.H. and class members have been, are or will be participants or beneficiaries of the Microsoft Corporation Welfare Plan which is subject to the Employee Retirement Income Security Act of 1974, pursuant to 26. Plaintiffs re-allege all paragraphs above. 27. Microsoft is a fiduciary under ERISA § 3(21)(A), 29 U.S.C. § 1002(21)(A), because it is identified in the Plan as the Plan Administrator and named fiduciary. 28. ERISA imposes strict fiduciary duties upon plan fiduciaries. ERISA § 404(a)(1)(C), 29 U.S.C. § 1104(a)(1)(C), states, in relevant part, that a plan fiduciary must discharge its duties with respect to a plan “solely in the interest of the participants and beneficiaries and … in accordance with the documents and instruments governing the plan insofar as such documents and instruments are consistent with the provisions of this title and Title IV.” 34. Plaintiffs re-allege all paragraphs above. 35. ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B) provides that a participant or beneficiary may bring an action to “recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan.” 36. Plaintiffs and the class they seek to represent are entitled to recover benefits due them due to the improper exclusion and/or limitation of coverage of medically necessary mental health treatment in wilderness therapy programs. They are also entitled to a declaration of their rights to coverage of medically necessary mental health treatment in outdoor/wilderness behavioral healthcare programs without the application of Microsoft’s blanket exclusions and limitations. 37. Plaintiffs re-allege all paragraphs above. 38. Pursuant to ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3), plaintiffs and the class seek to have Microsoft provide the class with corrective notice and information, including reformation of the relevant health plan documents. BREACH OF FIDUCIARY DUTIES ERISA §§ 404(a)(1), 502(a)(2); 29 U.S.C. §§ 1104(a), 1132(a)(2) CLAIM TO OBTAIN OTHER EQUITABLE RELIEF AND TO ENFORCE THE TERMS OF THE PLANS ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3) CLAIM FOR RECOVERY OF BENEFITS, CLARIFICATION OF RIGHTS UNDER TERMS OF THE PLANS ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B)

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10. Discovery may reveal the transmission of additional faxes as well. 11. Defendant Altegra Health Connections, LLC, is responsible for sending or causing the sending of the fax. 12. Defendant Altegra Health Connections, LLC, as the entity whose products and services were advertised in the fax, derived economic benefit from the sending of the fax. 13. Defendant Altegra Health Connections, LLC, either negligently or wilfully violated the rights of plaintiff and other recipients in sending the faxes. 14. The fax refers to a website used by defendant Altegra Health Connections, LLC. 2 15. Plaintiff had no prior relationship with defendant and had not authorized the sending of fax advertisements to plaintiff. 16. On information and belief, the fax attached hereto was sent as part of a mass broadcasting of faxes. It is a generic ad apparently intended for doctors. 17. The fax does not contain an “opt out” notice that complies with 47 U.S.C. §227. 18. The TCPA makes unlawful the “use of any telephone facsimile machine, computer or other device to send an unsolicited advertisement to a telephone facsimile machine ...” 47 U.S.C. §227(b)(1)(C). 19. The TCPA provides for affirmative defenses of consent or an established business relationship. Both defenses are conditioned on the provision of an opt out notice that complies with the TCPA. Holtzman v. Turza, 728 F.3d 682 (7th Cir. 2013); Nack v. Walburg, 715 F.3d 680 (8th Cir. 2013). 20. On information and belief, defendant has transmitted similar unsolicited fax advertisements to at least 40 other persons in New York. 21. There is no reasonable means for plaintiff or other recipients of defendant’s unsolicited advertising faxes to avoid receiving illegal faxes. Fax machines must be left on and ready to receive the urgent communications authorized by their owners. 22. Defendant’s conduct caused recipients of their advertising to bear the cost thereof. This gave defendant an unfair competitive advantage over businesses that advertise lawfully, such as by direct mail. For example, an advertising campaign targeting one million recipients would cost $500,000 if sent by U.S. mail but only $20,000 if done by fax broadcasting. The reason is that instead of spending $480,000 on printing and mailing his ad, the fax broadcaster misappropriates the recipients’ paper and ink. “Receiving a junk fax is like getting junk mail with the postage due”. Remarks of Cong. Edward Markey, 135 Cong Rec E 2549, Tuesday, July 18, 1989, 101st Cong. 1st Sess. 23. Plaintiff incorporates ¶¶ 1-22. 24. The TCPA makes unlawful the “use of any telephone facsimile machine, computer or other device to send an unsolicited advertisement to a telephone facsimile machine ...” 47 U.S.C. §227(b)(1)(c). 25. The TCPA, 47 U.S.C. §227(b)(3), provides: Private right of action. A person or entity may, if otherwise permitted by the laws or rules of court of a State, bring in an appropriate court of that State– (A) an action based on a violation of this subsection or the regulations prescribed under this subsection to enjoin such violation, (B) an action to recover for actual monetary loss from such a violation, or to receive $500 in damages for each such violation, whichever is greater, or (C) both such actions. If the Court finds that the defendant willfully or knowingly violated this subsection or the regulations prescribed under this subsection, the court may, in its discretion, increase the amount of the award to an amount equal to not more than 3 times the amount available under the subparagraph (B) of this paragraph. 26. Plaintiff and each class member suffered damages as a result of receipt of the unsolicited faxes, in the form of time, paper and ink or toner consumed as a result. Furthermore, plaintiff’s statutory right of privacy was invaded. 27. Plaintiff and each class member is entitled to statutory damages. 28. Defendant violated the TCPA even if its actions were only negligent. 29. Defendant should be enjoined from committing similar violations in the future. 3 30. Pursuant to Fed.R.Civ.P. 23(a) and (b)(3), plaintiff brings this claim on behalf of a class, consisting of (a) all persons (b) who, on or after a date four years prior to the filing of this action (28 U.S.C. §1658), (c) were sent faxes by or on behalf of defendant Altegra Health Connections, LLC, advertising or promoting its goods or services for sale. 4 31. The class is so numerous that joinder of all members is impractical. Plaintiff alleges on information and belief, based on the generic nature of the fax, that there are more than 40 members of the class. In light of the number of doctors in New York, plaintiff estimates the number of class members at 500 or more. 32. There are questions of law and fact common to the class that predominate over any questions affecting only individual class members. The predominant common questions include: a. Whether defendant engaged in a pattern of sending unsolicited fax advertisements; b. The manner in which defendant compiled or obtained its list of fax numbers; c. Whether defendant thereby violated the TCPA. 33. Plaintiff will fairly and adequately protect the interests of the class. Plaintiff has retained counsel experienced in handling class actions and claims involving unlawful business practices. Neither plaintiff nor plaintiff's counsel have any interests which might cause them not to vigorously pursue this action. 34. Plaintiff’s claims are typical of the claims of the class members. All are based on the same factual and legal theories. 35. A class action is the superior method for the fair and efficient adjudication of this controversy. The interest of class members in individually controlling the prosecution of separate claims against defendant is small because it is not economically feasible to bring individual actions. 36. Numerous courts have certified class actions under the TCPA. Holtzman v. Turza, 08 C 2014, 2009 U.S. Dist. LEXIS 95620 (N.D.Ill., Oct. 14, 2009), aff’d, 728 F.3d 682 (7th Cir. 2013); American Copper & Brass, Inc. v. Lake City Indus. Products, Inc., 757 F.3d 540 (6th Cir. 2014); In re Sandusky Wellness Center, 570 Fed.Appx. 437 (6th Cir. 2014); Sandusky Wellness 5 Center, LLC v. Medtox Scientific, Inc., 821 F.3d 992 (8th Cir. 2016); Sadowski v. Med1 Online, LLC, 07 C 2973, 2008 U.S. Dist. LEXIS 41766 (N.D.Ill., May 27, 2008); CE Design Ltd. v Cy's Crabhouse North, Inc., 259 F.R.D. 135 (N.D.Ill. 2009); Targin Sign Sys. v Preferred Chiropractic Ctr., Ltd., 679 F. Supp. 2d 894 (N.D.Ill. 2010); Garrett v. Ragle Dental Lab, Inc., 10 C 1315, 2010 U.S. Dist. LEXIS 108339, 2010 WL 4074379 (N.D.Ill., Oct. 12, 2010); Hinman v. M & M Rental Ctr., 545 F.Supp. 2d 802 (N.D.Ill. 2008); Clearbrook v. Rooflifters, LLC, 08 C 3276, 2010 U.S. Dist. LEXIS 72902 (N.D. Ill. July 20, 2010) (Cox, M.J.); G.M. Sign, Inc. v. Group C Communs., Inc., 08 C 4521, 2010 U.S. Dist. LEXIS 17843 (N.D. Ill. Feb. 25, 2010); Kavu, Inc. v. Omnipak Corp., 246 F.R.D. 642 (W.D.Wash. 2007); Display South, Inc. v. Express Computer Supply, Inc., 961 So.2d 451, 455 (La. App. 1st Cir. 2007); Display South, Inc. v. Graphics House Sports Promotions, Inc., 992 So. 2d 510 (La. App. 1st Cir. 2008); Lampkin v. GGH, Inc., 146 P.3d 847 (Ok. App. 2006); ESI Ergonomic Solutions, LLC v. United Artists Theatre Circuit, Inc., 203 Ariz. (App.) 94, 50 P.3d 844 (2002); Core Funding Group, LLC v. Young, 792 N.E.2d 547 (Ind.App. 2003); Critchfield Physical Therapy v. Taranto Group, Inc., 293 Kan. 285; 263 P.3d 767 (2011); Karen S. Little, L.L.C. v. Drury Inns. Inc., 306 S.W.3d 577 (Mo. App. 2010). 37. Management of this class action is likely to present significantly fewer difficulties that those presented in many class actions, e.g. for securities fraud. WHEREFORE, plaintiff requests that the Court enter judgment in favor of plaintiff and the class and against defendants for: a. Actual damages; b. Statutory damages; c. An injunction against the further transmission of unsolicited fax advertising; d. Costs of suit; e. Such other or further relief as the Court deems just and proper. 6 /s/ Tiffany N. Hardy Tiffany N. Hardy Tiffany N. Hardy 9. During 2017, Dr. David Simai received the unsolicited fax advertisement attached as Exhibit A on his facsimile machine.

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(ILLINOIS MINIMUM WAGE LAW AND OTHER SIMILAR STATE WAGE LAWS) (ILLINOIS WAGE PAYMENT AND COLLECTION ACT AND OTHER SIMILAR STATE WAGE LAWS) (VIOLATIONS OF THE FAIR LABOR STANDARDS ACT 29 U.S.C. §201 ET SEQ. PLAINTIFF, INDIVIDUALLY, AND ON BEHALF OF THE FLSA COLLECTIVE) 18. In an effort to provide low cost merchandise to its customers and still maximize profits, Defendant Dollar Tree has engaged a policy, pattern or practice of requiring its thousands of Hourly Associates and Assistant Managers to work without pay, in several ways, including, but not limited to: (1) requiring Hourly Associates and Assistant Managers to clock-out for a half-hour lunch break, but then require them to work during that uncompensated lunch break; (2) requiring Hourly Associates and Assistant Managers to increase store productivity by working “off the clock”; and (3) requiring Hourly Associates and Assistant Managers to clock-out to prepare deposits at the store and then make those deposits at the bank. Deposits are made at the end of each shift and Hourly Associates and Assistant Managers are not compensated for their time spent performing this work. 19. Defendant Dollar Tree maintains operating policies and procedures that apply uniformly to all stores nationwide. Regardless of the size of the store, its location or district, every detail of how the store is managed and run is uniformly fixed, mandated and controlled by Defendant through its policies, directives, and mandated procedures. 20. Defendant Dollar Tree has standard and uniform human resource and employment policies and practices, including policies and practices governing wages and compensation, that apply to all of its employees nationwide. 22. At all times material to this action, Plaintiff, Marina LaFleur, was employed as an Assistant Manager by Defendant, Dollar Tree, and was a full time, permanent employee. Plaintiff LaFleur was employed in this capacity from in or about October 2007, through on or about March 15, 2011. 23. At all times material to this action, Plaintiff, Theresa Croy, was employed by Defendant, Dollar Tree, as a permanent employee, in both the positions of Hourly Associate and Assistant Manager. From in or about November 2009, through in or about April 2010, Plaintiff Croy was employed as a full time, Hourly Associate. From in or about April 2010, through in or about January 2011, Plaintiff Croy was employed as a “part-time” Assistant Manager. From in or about January 2011, through the present, Plaintiff Croy has been and continues to be employed by Defendant as a “full-time” Assistant Manager. 24. This action is brought to recover unpaid compensation, in the form of compensation for time which was worked “off the clock,” which are owed to Plaintiffs and all current and former employees of Defendant who are similarly situated, pursuant to the FLSA, the IMWL, the IWPCA and the like statutes of all of the 48 contiguous states where Dollar Tree operates. 25. Defendant has a uniform policy and practice of consistently requiring their Hourly Associates and Assistant Managers to work “off the clock” and have denied them wages and overtime wages due and owing for such work. 27. Plaintiffs LaFleur and Croy were employed by the Defendant in the position of Assistant Manager. In that position, Plaintiffs were required to work “off the clock” at various times during the work day, including but not limited to: (1) after their shifts had ended; (2) when they were required to clock out but continue working and during their lunch break; and (3) at other times during their respective shifts when they were required to clock out but continue working. 28. Assistant Managers, including Plaintiffs LaFleur and Croy, are routinely required to clock-out at the end of their shift, prepare deposits at the store, travel to the bank and then make the deposits for Dollar Tree. This process equates to at least 15 minutes of unpaid time for every occasion on which Plaintiffs and similarly situated current and former Assistant Managers are required to work “off the clock” in this manner. 29. Additionally, Assistant Managers, including Plaintiffs LaFleur and Croy, are required to clock out for a thirty minute lunch break during each shift, yet required to work during this time period without clocking back in. During this “off the clock” time, Plaintiffs and other current and former Assistant Managers are required to perform tasks such as cashier, handling customer inquiries or complaints, stocking, unloading freight trucks, facing merchandise, cleaning, and other job duties. 31. Additionally, Hourly Associates, including Plaintiff Croy, are required to clock out for a thirty (30) minute lunch break during each shift, yet required to work during this time period without clocking back in. During this “off the clock” time, Plaintiff and other similarly situated current and former Hourly Associates are required to perform tasks such as cashier, handling customer inquiries or complaints, stocking, unloading freight trucks, facing merchandise, cleaning and other job duties. 32. Assistant managers, including Plaintiffs, are routinely scheduled to work forty (40) hours per week, but because Defendant required Assistant Managers, including Plaintiffs, to work “off the clock”, Assistant Managers additionally work approximately 30 to 45 minutes each day without compensation. If Assistant Managers, including Plaintiffs, had been compensated for the 30 to 45 minutes each day that they worked beyond their regularly scheduled 40 hours per week, they would have worked those additional times as overtime. 33. Hourly Associates were usually scheduled to work just under forty (40) hours per week, to avoid paying them overtime, but on many occasions were required to work forty hours or more per week. 34. Every day, Defendant required Hourly Associates to work “off the clock” for 30 to 45 minutes each day without compensation. Hourly Associates have been denied both straight time wages and overtime wages. 36. Defendant Dollar Tree explained in its 2010 Annual Report that: “In 2007, legislation was enacted that increased the Federal Minimum Wage from $5.15 an hour to $7.25 an hour over a two year period with the final increase being enacted in June 2009. As a result, our wages increased in 2009 and through the first half of 2010; however, we partially offset the increase in payroll costs through increased productivity and continued efficiencies in product flow to our stores.” (emphasis added) Defendant Dollar Tree further acknowledges, in its 2010 Annual Report, that wage rates are “(c)osts that are critical to our operations.” 37. Defendant Dollar Tree offsets payroll costs by forcing Hourly Associates and Assistant Managers to perform work “off the clock” and without pay. 38. Defendant Dollar Tree “increases productivity” by forcing Hourly Associates and Assistant Managers to perform more work and by refusing to pay them for their work. 39. At all times material to this action, Defendant was and is an enterprise engaged in commerce as defined by § 203(s)(1) of the FLSA. 40. At all times relevant to this action, Defendant was the “employer” of Plaintiffs as defined by § 203(d) of the FLSA. 41. At all times material to this action, Plaintiffs were “employees” of Defendant as defined by § 203(e)(1) of the FLSA, and worked for Defendant within the territory of the United States within three years preceding the filing of this lawsuit. 43. On a daily basis, continuous and regular basis, Plaintiffs and all similarly situated Hourly Associates and Assistant Managers are required to work without compensation, including regular and overtime compensation. 44. Defendant has intentionally failed and/or refused to pay Plaintiffs and all other similarly situated current and former Hourly Associates and Assistant Managers compensation according to the provisions of the FLSA and applicable state wage laws. 45. Defendant’s systems, policies, patterns or practices relating to its non-payment of both regular and overtime compensation to Hourly Associates and Assistant Managers have existed since at least 2007. 46. As a result of Defendant’s violations of the FLSA, Plaintiffs, as well as all other similarly situated employees, have suffered damages by failing to receive compensation in accordance with § 207 of the FLSA and applicable state wage laws. 47. Defendant has intentionally and repeatedly misrepresented the true time worked by their Hourly Associates and Assistant Managers, as well as their entitlement to both regular and overtime compensation for the time that they worked “off the clock” in order to avoid suspicion and inquiry by employees regarding their entitlement to monies owed to them. Plaintiffs, as well as all similarly situated present and former employees, relied upon these misrepresentations by Defendant and were unable to determine their true wages under the FLSA by the exercise of reasonable diligence because of those misrepresentations. 49. According to Jim Bailey, a former Store Manager of Defendant, requiring Hourly Associates and Assistant Managers to work “off the clock” in the manners described herein is a common and uniform policy, pattern or practice of Defendant, throughout all of its locations. Mr. Bailey worked as a Manager at Defendant’s Elgin, Illinois store, where he personally observed the policies, patterns or practices complained of herein. Mr. Bailey also worked as a Manager at Defendant’s Wheaton, Illinois store, where personally observed the policies, patterns or practices complained of herein. Additionally, Mr. Bailey was trained at Defendant’s Darien, Illinois location, where he personally observed the policies, patterns or practices complained of herein. Finally, Mr. Bailey was further trained at Defendant’s Downers Grove, Illinois location, where he personally observed the policies, patterns or practices complained of herein. According to Jim Bailey, every store’s operations were controlled by the same corporate office at all of the various locations where he worked. 51. Additionally, Plaintiffs LaFleur and Croy worked at Defendant’s Geneva, Illinois location where the same policies, patterns and practices complained of herein occurred on a regular and consistent basis. 53. There are thousands of similarly situated current and former Hourly Associates and Assistant Managers of Defendant who have been improperly compensated in violation of the FLSA and applicable state wage laws, and who would benefit from the issuance of Court- Supervised Notice of the present lawsuit and the opportunity to join the present lawsuit. Those similarly situated employees are known to Defendant and are readily identifiable and locatable through Defendant’s records. 54. Defendant further has engaged in a wide-spread pattern and practice of violating the provisions of the FLSA by failing to pay Plaintiffs and all similarly situated Hourly Associates and Assistant Managers in accordance with § 207 of the FLSA and the applicable state wage laws. 55. As a result of Defendant’s violations of the FLSA, Plaintiffs, as well as all other similarly situated employees, have suffered damages by failing to receive compensation in accordance with § 207 of the FLSA. 56. In addition to the amount of unpaid wages, overtime wages and benefits owed to Plaintiffs and all similarly situated current and former Hourly Associates and Assistant Managers, they are also entitled to recover an additional equal amount as liquidated damages pursuant to 29 U.S.C. § 216(b) and prejudgment interest. 58. Defendant has not made a good faith effort to comply with the FLSA, rather has knowingly engaged in the conduct alleged herein in order to reduce its payroll/wage costs and increase its net revenues. 59. Plaintiffs, and all other similarly situated current and former Hourly Associates and Assistant Managers, are also entitled to an award of attorney’s fees pursuant to 29 U.S.C. § 216(b). 60. Plaintiffs have no plain, adequate or complete remedy at law to redress the wrongs alleged herein, and this lawsuit for lost wages, overtime wages, back-pay, declaratory judgment, injunctive relief, liquidated damages, and compensatory and punitive damages is their only means of securing adequate relief. 61. Plaintiff Croy is now suffering and will continue to suffer irreparable injury from Defendants’ unlawful conduct as set forth herein unless enjoined by this Court. 62. All allegations and claims alleged herein should be read in the alternative, to the extent such an interpretation is necessitated by law and permitted under Federal Law, Illinois Law and other state laws. 64. Plaintiffs bring claims under IMWL, IWPCA and other state wage laws as an individual and as a class action pursuant to Federal Rules of Civil Procedure Rule 23. Under Rule 23 the Class is defined as: “all current and former Hourly Associates and Assistant Store Managers that were not paid wages and overtime compensation at any time from five (5) years prior to the filling of this complaint and until a judgment is entered in this case” (the “Class” and “Class Period,” respectively). Excluded from the Class are Defendant’s legal representatives, officers, directors, assigns, and successors, or any individual who has, or who at any time during the Class period has had, a controlling interest in Defendant; the Judge to whom this case is assigned and any member of the Judge’s immediate family; and all persons who will submit timely and otherwise proper request for exclusion from the Class. 65. Numerosity: The persons in the Class identified above are geographically diverse and so numerous that joinder of all members is impracticable. Although the precise number of such persons is unknown, the facts on which the calculation of that number are presently within the sole control of Defendant. Upon information and belief, and based upon Defendant’s representations on its website that it operates over 4,000 stores in all 48 contiguous states. Plaintiffs estimate that there are tens-of-thousands of putative class members nationwide. 67. Typicality: The claims of the Plaintiffs are typical of the Class. 68. Adequacy: Plaintiffs will fairly and adequately represent the interests of the Class and have no interests that are antagonistic to that of the Class. Plaintiffs have retained counsel that are experienced in class actions, collective actions and specifically, in class/collective actions involving wage and hour litigation. 69. Superiority: A class action is superior to other available methods for their fair and efficient adjudication of the controversy, particularly in the context of wage and hour litigation, where individual employees/plaintiffs either lack the financial resources or cannot justify the commitment of the large financial resources necessary to vigorously prosecute separate lawsuits in Federal court and/or State court against large corporate defendants. 70. Defendant has acted or has refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the class as a whole. B. 75. Plaintiffs, individually and on behalf of the Class, re-allege and incorporate by reference all the preceding paragraphs, as if fully set forth herein. 76. This claim is brought against Defendant for failure to pay wages for time worked and failure to pay overtime for time worked beyond forty (40) hours per week in violation of the 87. Plaintiffs, individually and on behalf of the Class, re-allege and incorporate by reference all the preceding paragraphs, as if fully set forth herein. 89. At all material times set forth herein, Defendant was an “employer” within the definition of the IMWL, 820 ILCS 105/3(c). 90. The IMWL requires hourly employees be paid for all time worked and all overtime, equal to one and a half times the employee’s regular rate of pay, for all hours worked in excess of forty (40) per week. 91. The similar laws of other states where Defendant Dollar Tree owns and operates stores require payment for all time worked and all overtime equal to one and a half times the employee’s regular rate of pay, for all hours worked in excess of forty (40) per week. 92. During the Class Period, Plaintiffs and members of the Class were not paid for all time worked and all overtime worked, as alleged herein. 93. Defendant willfully, intentionally and/or knowingly required, ratified and encouraged through reprimand, discipline and termination, Plaintiffs and the Class not being paid for all hours worked and overtime hours worked, as alleged herein. 94. Plaintiffs and members of the Class were regularly not compensated for all straight time hours and overtime hours worked in excess of forty (40) hours per week, in violation of the IMWL and other applicable state wage laws. 95. Defendant’s failure to comply with the IMWL, and other applicable state wage laws, was intentional, reckless and/or willful. 97. Plaintiffs, individually and on behalf of the Class, re-allege and incorporate by reference all the preceding paragraphs, as if fully set forth herein. 98. At all material times set forth herein, Plaintiffs were “employees” within the definition of the IWPCA, 820 ILCS 115/2. A. THE IMWL AND OTHER STATE WAGE LAWS CLASS

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12. Synergy Capital’s overall marketing plan involves placing prerecorded calls and autodialed phone calls to consumers without consent, regardless of whether those consumers have their phone numbers registered with the DNC. 13. Synergy Capital places incessant calls to individuals across the United States, until a sale is achieved. As former employees of Synergy Capital explain: • “The management tells [their] worker to lead people to believe that they would not stop calling them until they sign up.”7 • “call[ing] 4-8 times a day with everyone calling the same lists.”8 • “The company encourages utilizing false sales pitches and salespeople misrepresent their function in order to get in touch with decision makers. Salespeople will stop at nothing to get through, and cannot accept no as an answer.”9 16. By placing the unsolicited telephone calls at issue in this Complaint, Defendant caused the Plaintiffs and the other members of the Classes actual harm and cognizable legal injury. 17. This includes the aggravation and nuisance and invasions of privacy that result from the unsolicited prerecorded and autodialed telephone calls that are being made to cellular phones, and a loss of the use and enjoyment of their phones, including wear and tear to the related data, memory, software, hardware, and battery components, among other harms. 18. In response to the unlawful conduct of Defendant, the Plaintiffs file this action seeking an injunction requiring Defendant to cease all unwanted prerecorded and autodialed calls, and calls to phone numbers registered on the DNC, and an award of statutory damages to the members of the Classes under the TCPA. 19. On May 9, 2018, Plaintiff Dillon received a prerecorded phone call on his cellular phone from Defendant using the phone number 646-661-2726 at 1:18 PM. Plaintiff pressed the button that the prerecorded message indicated would lead to a live agent and Plaintiff then asked the agent to stop calling him once he confirmed that the company name calling him was Synergy Capital. 21. On May 14, 2018 Plaintiff Dillon received 5 more calls from Defendant at 9:05 AM, 1:07 PM, 2:06 PM, 4:28 PM and 5:00 PM. Plaintiff answered the prerecorded calls at 1:07 PM and 2:06 PM, and both times requested for the calls to stop. 22. In addition to the aforementioned calls, Plaintiff also received calls from Defendant on April 30, 2018, May 1, 2018, May 4, 2018 and May 9, 2018. None of these calls were answered and all of them were from Defendant using phone number 646-661-2726. 23. The calls that Plaintiff Dillon received caused great frustration as they interfered with his ability to use his phone. 24. Plaintiff Dillon has never provided his phone number to Defendant or any other party from which Defendant’s agents may have purchased leads from regarding business loans. Simply put, Dillon has never provided his prior express written consent to Defendant to place prerecorded solicitation telephone calls to him. 25. Plaintiff Long registered her cellular number on the National Do Not Call Registry on April 21, 2005 in order to avoid receiving unsolicited telemarketing calls. 26. On March 5, 2018 Plaintiff received an autodialed call to her cellular phone from Defendant using phone number 718-310-3227. When Plaintiff answered the call, there was dead air before the call ended, a common sign of an autodialer. 27. Plaintiff received a second autodialed call on March 14, 2018 at 9:10 AM from Defendant, this time using phone number 646-661-2726. Plaintiff answered this call, but there was again dead air and no agent came on the line and the call automatically ended. 29. On March 16, 2018 at 10:23 AM and again on March 20, 2018 at 9:43 AM, Plaintiff received additional dead air calls from Defendant using phone number 646-661-2726. 30. Defendant continued to call Plaintiff’s cellular phone number on the following dates using phone number 646-661-2726: March 27, 2018 – 5:24 PM April 4, 2018 – 4:36 PM April 6, 2018 – 11:12 AM April 9, 2018 – 3:53 PM April 16, 2018 – 4:43 PM April 27, 2018 – 11:51 AM April 30, 2018 – 6:03 PM (called twice, back-to-back) May 1, 2018 – 1:31 PM (called twice, back-to-back) May 2, 2018 – 6:57 PM May 3, 2018 – 2:07 PM (called twice, back-to-back) May 4, 2018 – 2:06 PM May 7, 2018 – 11:40 AM May 9, 2018 – 4:03 PM May 10, 2018 – 3:29 PM May 14, 2018 – 5:02 PM May 15, 2018 – 9:51 AM May 31, 2018 – 6:15 PM (called twice, back-to-back) June 6, 2018 – 3:59 PM June 11, 2018 – 9:30 AM June 13, 2018 – 9:30 AM June 19, 2018 – 1:34 PM June 20, 2018 – 6:08 PM June 27, 2018 – 6:57 PM June 28, 2018 – 6:39 PM 31. Voicemail messages were left for a number of the calls Plaintiff received, especially when she was called in June, 2018. All of the voicemails Plaintiff received contained background sounds, but no messages were left by an agent, another sign that the calls were automatically made. 32. Plaintiff Long does not currently own a business and has not been seeking business loans. 34. The unauthorized telephone calls made by Defendant Synergy Capital, as alleged herein, have harmed the Plaintiffs in the form of annoyance, nuisance, and invasion of privacy, and disturbed their use and enjoyment of their phones, in addition to the wear and tear on the phone hardware (including the phone’s battery) and the consumption of memory on the phones. 35. Seeking redress for these injuries, Plaintiffs, on behalf of themselves and Classes of similarly situated individuals, bring suit under the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq., which prohibits unsolicited prerecorded calls and unsolicited autodialed calls to cellular telephones and unsolicited calls to telephone numbers registered on the DNC. 37. The following individuals are excluded from the Classes: (1) any Judge or Magistrate presiding over this action and members of their families; (2) Defendant, their subsidiaries, parents, successors, predecessors, and any entity in which Defendant or their parents have a controlling interest and their current or former employees, officers and directors; (3) Plaintiffs’ attorneys; (4) persons who properly execute and file a timely request for exclusion from the Classes; (5) the legal representatives, successors or assigns of any such excluded persons; and (6) persons whose claims against Defendant have been fully and finally adjudicated and/or released. Plaintiffs anticipate the need to amend the Class definitions following appropriate discovery. 38. Numerosity: On information and belief, there are hundreds, if not thousands of members of the Classes such that joinder of all members is impracticable. 40. Adequate Representation: Plaintiffs will fairly and adequately represent and protect the interests of the Classes, and have retained counsel competent and experienced in class actions. Plaintiffs have no interests antagonistic to those of the Classes, and Defendant has no defenses unique to any of the Plaintiffs. Plaintiffs and their counsel are committed to vigorously prosecuting this action on behalf of the members of the Classes, and have the financial resources to do so. Neither Plaintiffs nor their counsel have any interest adverse to the Classes. 42. Plaintiff Dillon repeats and realleges the above paragraphs of this Complaint and incorporates them by reference herein. 43. Defendant and/or its agents transmitted unwanted prerecorded solicitation telephone calls to telephone numbers belonging to Plaintiff Dillon and the other members of the Prerecorded No Consent Class. 44. At no time did Defendant obtain prior consent from the Plaintiff Dillon to receive prerecorded solicitation telephone calls. 45. Defendant has, therefore, violated 47 U.S.C. §§ 227(b)(1)(A)(iii), (B). As a result of Defendant’s conduct, Plaintiff Dillon and the other members of the Prerecorded No Consent Class are each entitled to, under 47 U.S.C. § 227(b)(3)(B), a minimum of $500.00 in damages for each violation of such act. 47. Plaintiffs repeat and reallege the above paragraphs of this Complaint and incorporate them by reference herein. 48. Defendant and/or its agents transmitted unwanted autodialed calls to cellular telephone numbers belonging to Plaintiffs and the other members of the Autodialed No Consent Class using equipment that, upon information and belief, had the capacity to store or produce telephone numbers to be called, using a random or sequential number generator, and/or receive and store lists of phone numbers, and to dial such numbers, en masse, without human intervention. 49. At no time did Defendant obtain prior consent from Plaintiffs, or the Autodialed No Consent Class orally or in writing to receive solicitation autodialed calls. 50. Defendant has, therefore, violated 47 U.S.C. § 227(b)(1)(A)(iii). As a result of Defendant’s conduct, Plaintiff Long and the other members of the Autodialed No Consent Class are each entitled to, under 47 U.S.C. § 227(b)(3)(B), a minimum of $500.00 in damages for each violation of such act. 52. Plaintiff Dillon repeats and realleges the above paragraphs of this Complaint and incorporates them by reference herein. 53. Defendant placed unsolicited and unwanted prerecorded phone calls to Plaintiff Dillon and the other members of the Prerecorded Stop Class on their cellular telephones after they had informed Defendant to stop calling them. 54. By unwanted prerecorded phone calls to Plaintiff Dillon and other members of the Prerecorded Stop Class’s telephones using an automated telephone dialing system after they requested to no longer receive such calls, Defendant violated 47 U.S.C. § 227(b)(1)(B) by doing so without prior express written consent. 55. As a result of Defendant’s unlawful conduct, Plaintiff Dillon and the members of the Prerecorded Stop Class suffered actual damages and, under Section 227(b)(3)(B), are each entitled to, inter alia, a minimum of $500 in damages for each such violation of the TCPA. Should the Court determine that Defendant’s conduct was willful and knowing, the Court may, pursuant to Section 227(b)(3), treble the amount of statutory damages recoverable by Plaintiff Dillon and the other members of the Prerecorded Stop Class. 56. Plaintiff Long repeats and realleges the above paragraphs of this Complaint and incorporates them by reference herein. 58. The TCPA’s implementing regulation, 47 C.F.R. § 64.1200(c), provides that “[n]o person or entity shall initiate any telephone solicitation” to “[a] residential telephone subscriber who has registered his or her telephone number on the national do-not-call registry of persons who do not wish to receive telephone solicitations that is maintained by the federal government.” 59. 47 C.F.R. § 64.1200(e), provides that § 64.1200(c) and (d) “are applicable to any person or entity making telephone solicitations or telemarketing calls to wireless telephone numbers to the extent described in the FCC’s July 3, 2003 Report and Order, which in turn, provides as follows: The Commission’s rules provide that companies making telephone solicitations to residential telephone subscribers must comply with time of day restrictions and must institute procedures for maintaining do-not-call lists. For the reasons described above, we conclude that these rules apply to calls made to wireless telephone numbers. We believe that wireless subscribers should be afforded the same protections as wireline subscribers.17 60. 47 C.F.R. § 64.1200(d) further provides that “[n]o person or entity shall initiate any call for telemarketing purposes to a residential telephone subscriber unless such person or entity has instituted procedures for maintaining a list of persons who request not to receive telemarketing calls made by or on behalf of that person or entity. The procedures instituted must meet the following minimum standards: 62. Defendant also violated 47 C.F.R. § 64.1200(d) by failing to have a written policy of dealing with do not call requests, by failing to inform or train its personnel engaged in telemarketing regarding the existence and/or use of any do not call list, and by failing to internally record and honor do not call requests. 63. Defendant made more than one unsolicited telephone call to Plaintiff Long and other members of the Do Not Call Registry Class within a 12-month period without their prior express consent to receive such calls. Plaintiff Long and other members of the Do Not Call Registry Class never provided any form of consent to receive telephone calls from Defendant and do not have a current record of consent to place telemarketing calls to their registered phone numbers. 64. Defendant violated 47 C.F.R. § 64.1200(d) by initiating calls for telemarketing purposes to residential and wireless telephone subscribers, such as Plaintiff Long and the Do Not Call Registry Class, without instituting procedures that comply with the regulatory minimum standards for maintaining a list of persons who request not to receive telemarketing calls from them. 66. To the extent Defendant’s misconduct is determined to be willful and knowing, the Court should, pursuant to 47 U.S.C. § 227(c)(5), treble the amount of statutory damages recoverable by the members of the Do Not Call Registry Class. Class Treatment Is Appropriate for Plaintiffs’ TCPA Claims Arising From Calls Made by Defendant Synergy Capital Synergy Capital Places Prerecorded and Autodialed Calls to Consumers Without Consent, Regardless of Whether their Numbers are in the National Do Not Call Registry Telephone Consumer Protection Act (Violation of 47 U.S.C. § 227) (On Behalf of Plaintiff Dillon and the Prerecorded No Consent Class) Telephone Consumer Protection Act (Violation of 47 U.S.C. § 227) (On Behalf of Plaintiff Long and the Do Not Call Registry Class) Telephone Consumer Protection Act (Violation of 47 U.S.C. § 227) (On Behalf of Plaintiff Dillon and the Prerecorded Stop Class) Telephone Consumer Protection Act (Violation of 47 U.S.C. § 227) (On Behalf of Plaintiffs and the Autodialed No Consent Class)

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(Against Cardone Capital for Violation of Section 12(a)(2) of the Securities Act) (Against Cardone for Violation of Section 15 of the Securities Act) 64. Plaintiff bring this action on their own behalf, and on behalf of a class pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure. The Class is defined as: All persons and entities who purchased or otherwise acquired interests in Cardone Equity Fund V and Cardone Equity Fund VI pursuant to their public offerings. Excluded from the Class are defendants and their directors, officers, employees and agents. 66. Plaintiff’s claims are typical of the claims of the members of the Class, as all members of the Class were similarly affected by defendants’ wrongful common course of conduct complained of herein. 67. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class and securities litigation. 68. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are: (a) whether defendants violated the federal securities laws; (b) whether defendants made material misstatements or omissions in the Offering Documents; (c) whether the Offering Documents were negligently prepared, contained materially misleading statements, and omitted material information required to be stated therein; and (d) whether the “test the waters” communications made by defendants were materially misleading and omitted material information. 70. Plaintiff incorporates each and every allegation set forth above as if fully set forth herein. 71. Cardone Capital offered and sold interests in Fund V and Fund VI through offering statements and “test the waters” communications in connection with the solicitation of its public offerings. 72. By means of the defective offering statement and “test the waters” communications made in connection with solicitation of the initial public offerings, Cardone Capital promoted and sold interests in Fund V and Fund VI to plaintiff and other members of the Class. 73. The offering statement and “test the waters” communications made in connection with the solicitation of the initial public offerings contained untrue statements of material fact, and concealed or failed to disclose material facts. Cardone Capital owed plaintiff and other members of the Class who purchased interests in Fund V and Fund VI pursuant to the offering statements and “test the waters” communications the duty to make a reasonable and diligent investigation of the statements contained in the offering statements and test the waters communications, to ensure that such statements were true, and to ensure that there was no omission to state a material fact required to be stated in order to make the statements contained therein not misleading. Cardone Capital, in the exercise of reasonable care, should have known of the misstatements and omissions contained in the offering statements and test the waters communications as set forth above. Plaintiff, while reserving all of his rights, expressly disclaims and disavows at this time any allegation in this complaint that could be construed as alleging fraud. 75. By reason of the conduct alleged herein, Cardone Capital violated Section 12(a)(2) of the Securities Act. As a direct and proximate result of such violations, plaintiff and the other members of the Class who purchased interests in Fund V and Fund VI pursuant to the offering statement sustained substantial damages in connection with their purchases. Accordingly, plaintiff and the other members of the Class who purchased shares in Fund V and Fund VI pursuant to the offering statement have the right to rescind and recover the consideration paid for their shares, and thereby tender their shares to the defendants sued herein. Class members who have sold their shares seek damages to the fullest extent permitted by law. 76. Plaintiff incorporates each and every allegation set forth above as if fully set forth herein. 77. This claim is brought pursuant to Section 15 of the Securities Act against Cardone. 78. Cardone was a control person of Cardone Capital by virtue of his position as CEO, and ownership interest in Cardone Capital. Cardone signed the Offering Documents and published posts and advertisements on his social media accounts soliciting investors to purchase interests in the Funds for his own financial benefit.

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(FLSA – COLLECTIVE ACTION FOR UNPAID OVERTIME) (R.C. § 4111.03 – RULE 23 CLASS ACTION FOR UNPAID OVERTIME) (R.C. § 4113.5 – RULE 23 CLASS ACTION FOR VIOLATIONS OF THE OHIO PROMPT PAY ACT) 18. All of the preceding paragraphs are realleged as if fully rewritten herein. 19. During their employment with Defendant, Named Plaintiffs and other similarly situated employees were not fully and properly paid for all of their compensable hours worked because Defendant did not properly calculate their regular rate of pay for the purposes of meeting the minimum requirements set forth in the FLSA, resulting in unpaid overtime wages. 20. Defendant pays Named Plaintiffs and other similarly situated employees an hourly wage for hours worked (hereinafter “Base Hourly Wage”). 21. Named Plaintiffs and other similarly situated employees frequently worked in excess of 40 hours in a workweek. 22. In addition to the Base Hourly Wage, Defendant pays its employees with an additional form of remuneration, a bonus or bonuses and/or commissions based on their performance, which should have been included in the calculation of employees’ regular rate of pay for overtime compensation (hereinafter “Additional Remuneration”). See 29 C.F.R. § 778.211(c). 23. During the last three years preceding the filing of this Complaint, Named Plaintiffs and other similarly situated employees regularly received their Base Hourly Wage and Additional Remuneration as described above in various workweeks. 24. When Defendant paid Named Plaintiffs and other similarly situated employees both their Base Hourly Wage and Additional Remuneration, Defendant failed to properly calculate its employees’ regular rate of pay for the purposes of overtime pay because Defendant did not include the Additional Remuneration in its regular rate calculations. The FLSA and Ohio Wage Act required Defendant to pay overtime compensation to its employees at the rate of one and one-half times their regular rate for the hours they worked in excess of forty. 29 U.S.C. § 38. Named Plaintiffs bring their FLSA claims pursuant to 29 U.S.C. § 216(b) as a representative action on behalf of themselves and all other similarly situated employees of the opt-in class, consisting of: All current and former hourly, non-exempt employees of Defendant who received a Base Hourly Wage and Additional Remuneration during any workweek that they worked over 40 hours in any workweek beginning three years preceding the filing date of this Complaint and continuing through the date of final disposition of this case (the “§ 216(b) Collective Class” or the “§ 216(b) Collective Class Members”). 39. This FLSA claim is brought as an “opt-in” collective action pursuant to 29 U.S.C. § 216(b) as to claims for overtime compensation withheld in violation of the FLSA, liquidated damages, and attorneys’ fees. 40. In addition to the Named Plaintiffs, the putative § 216(b) Collective Class Members have been denied overtime compensation due to Defendant’s company-wide payroll policy and practice of not fully and properly compensating its employees at the proper overtime rate during workweeks when they worked more than forty (40) hours per workweek and were paid their Base Hourly Wage and Additional Remuneration. Defendant failed to meet the minimum requirements of the FLSA by not paying Named Plaintiffs and the putative § 216(b) Collective Class Members overtime at a rate of at least one and one-half times their regular rate of pay, as that phrase is defined under the FLSA, for all overtime hours worked. The Named Plaintiffs are representative of those other similarly situated employees and are acting on behalf of their interests as well as their own in bringing this action. 41. The identities of the putative § 216(b) Class Members are known to Defendant and are readily identifiable through Defendant’s payroll records. These individuals may readily be notified of this action, and allowed to opt into it pursuant to 29 U.S.C. § 216(b), for the purpose of collectively adjudicating their claims for overtime compensation, liquidated damages, attorneys' fees and costs under the FLSA. 42. The net effect of Defendant’s policies and practices is that Defendant willfully failed to fully and properly pay Named Plaintiffs and § 216(b) Collective Class Members overtime wages. Thus, Defendant enjoyed substantial ill-gained profits at the expense of the Named Plaintiffs and § 216(b) Collective Class Members. B. Fed.R.Civ. P. 23 Class Action for Unpaid Overtime Wages. 43. All of the preceding paragraphs are realleged as if fully rewritten herein. 44. Named Plaintiffs bring their Ohio Wage Act claims pursuant to Fed.R.Civ.P. 23 as a class action on behalf of themselves and all other similarly situated of the following class, consisting of: All current and former hourly, non-exempt employees of Defendant working in Ohio who received a Base Hourly Wage and Additional Remuneration during any workweek that they worked over 40 hours in any workweek beginning three years preceding the filing date of this Complaint and continuing through the date of final disposition of this case (the “Ohio Rule 23 Class,” the “Rule 23 Class,” or the “Ohio Rule 23 Class Members”). 45. During relevant times, Named Plaintiffs and those Ohio Rule 23 Class Members worked more than forty (40) hours per workweek but were not correctly compensated at a rate of at least one and one-half times their correct regular rate of pay, as that phrase is defined under the Ohio Wage Act, for all hours worked in excess of 40 because of Defendant’s policy and practice of not fully and properly compensating its employees at the proper overtime rate during workweeks when they received Additional Remuneration defined herein. 46. The Ohio Rule 23 Class, as defined above, is so numerous that joinder of all members is impracticable. 47. Named Plaintiffs are members of the Ohio Rule 23 Class and their claims for unpaid wages are typical of the claims of other members of the Ohio Rule 23 Class. 48. Named Plaintiffs will fairly and adequately represent the Ohio Rule 23 Class and the interests of all members of the Ohio Rule 23 Class. 49. Named Plaintiffs have no interest that is antagonistic to or in conflict with those interests of the Ohio Rule 23 Class that they have undertaken to represent. 50. Named Plaintiffs have retained competent and experienced class action counsel who can ably represent the interests of the entire Ohio Rule 23 Class. 51. Questions of law and fact are common to the Ohio Rule 23 Class. 52. Class certification is appropriate under Fed. R. Civ. P. 23(b)(1) because individual actions would create the risk of inconsistent or varying adjudications that would establish incompatible standards of conduct for Defendant with respect to its non-exempt employees. 53. Class certification is appropriate under Fed. R. Civ. P. 23(b)(2) as Defendant acted or refused to act on grounds generally applicable to the Ohio Rule 23 Class, making appropriate declaratory and injunctive relief with respect to Named Plaintiffs and the Ohio Rule 23 Class as a whole. 54. Class certification is appropriate under Fed. R. Civ. P. 23(b)(3) as the questions of law and facts common to the Ohio Rule 23 Class predominate over questions affecting individual members of the Ohio Rule 23 Class and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 55. Questions of law and fact that are common to the Ohio Rule 23 Class include, but are not limited to: (a) whether Defendant violated the Ohio Wage Act by failing to pay the Ohio Rule 23 Class their correct overtime rate for all hours worked in excess of forty hours per week as a result of Defendant’s failure to properly calculate the Ohio Rule 23 Class Members’ regular rate of pay when they received Additional Remuneration; (b) whether Defendant kept accurate records of the amount of time the Ohio Rule 23 Class was working each day; (c) whether Defendant’s violations of the Ohio Wage Act were knowing and willful; (d) what amount of unpaid and/or withheld overtime compensation is due to the Named Plaintiffs and other members of the Ohio Rule 23 Class on account of Defendant’s violations of the Ohio Wage Act; and (e) what amount of prejudgment interest is due to Ohio Rule 23 Class members on the overtime or other compensation which was withheld or not paid to them. 56. A class action is superior to individual actions for the fair and efficient adjudication of Named Plaintiffs’ and the Ohio Rule 23 Class’s claims and will prevent undue financial, administrative, and procedural burdens on the parties and the Court. Named Plaintiffs and counsel are not aware of any pending Ohio litigation on behalf of the Ohio Rule 23 Class, as defined herein, or on behalf of any individual alleging a similar claim. Because the damages sustained by individual members are modest compared to the costs of individual litigation, it would be impractical for class members to pursue individual litigation against the Defendant to vindicate their rights. Certification of this case as a class action will enable the issues to be adjudicated for all class members with the efficiencies of class litigation. 57. All of the preceding paragraphs are realleged as if fully rewritten herein. 58. This claim is brought as part of a collective action by the Named Plaintiffs on behalf of themselves and the § 216(b) Collective Class Members. 59. During the relevant time period preceding this Complaint, Defendant employed the Named Plaintiffs and the § 216(b) Collective Class Members. 60. Named Plaintiffs and the § 216(b) Collective Class Members were paid on an hourly basis when working in non-exempt positions. 61. Named Plaintiffs and the § 216(b) Collective Class Members worked in excess of 40 hours in a workweek. 62. The FLSA requires that covered employees be compensated for every hour worked in a workweek. See 29 U.S.C. § 206(b). 63. The FLSA requires that non-exempt employees receive overtime compensation of their regular rate of pay for hours worked in excess of forty (40) per week. See 29 U.S.C. § 207(a)(1). 64. Under 29 U.S.C. § 207(e), “regular rate” of pay shall be broadly deemed to include all remuneration for employment paid to, or on behalf of, the employee like the type of Named Plaintiffs and the § 216(b) Collective Class Members. See 29 U.S.C. § 207(e); see also 73. All of the preceding paragraphs are realleged as if fully rewritten herein. 74. This claim is brought under Ohio law, which incorporates the FLSA without limitation. 75. The Named Plaintiffs and the Ohio Rule 23 Class Members have been employed by Defendant, and Defendant is an employer covered by the overtime requirements under Ohio law. 76. Ohio law requires that employees receive overtime compensation “not less than one and one-half times” (1.5) the employee’s regular rate of pay for all hours worked over forty (40) in one workweek, “in the manner and methods provided in and subject to the exemptions of section 7 and section 13 of the Fair Labor Standards Act of 1937.” See R.C. § 4111.03(A); see also 29 U.S.C. § 207(a)(1). 77. The Named Plaintiffs and Ohio Rule 23 Class worked in excess of the maximum weekly hours permitted under R.C. § 4111.03 but were not correctly paid their overtime rate for all hours worked over 40 in a workweek in workweeks that they received Additional Remuneration as described herein. 78. Defendant’s company-wide corporate policy and/or practice of not properly paying its hourly, non-exempt employees the correct overtime rate for each hour worked over forty (40) hours in workweeks that employees also received Additional Remuneration as described herein resulted in unpaid overtime wages for the Named Plaintiffs and Ohio Rule 23 Class. 79. Named Plaintiffs and those similarly situated Ohioans were not exempt from the wage protections of Ohio law. 80. Defendant violated the Ohio Wage Act with respect to Named Plaintiffs and the Ohio Rule 23 Class by, inter alia, failing to compensate them at time-and-one-half times their correct regular rates for hours worked over forty (40) hours in a workweek because Defendant did not properly calculate its employees’ overtime rate when they received Additional Remuneration as described herein. 81. The Named Plaintiffs and the Ohio Rule 23 Class were not exempt from the wage protections of Ohio law. Indeed, during relevant times, the Named Plaintiffs and the Ohio Rule 23 Class Members were not exempt from receiving overtime because, inter alia, they were not “executive,” “administrative,” “professional,” “outside sales” or “computer” employees, as those terms are defined under the FLSA. See R.C. § 4111.03(A); see also 29 C.F.R. §§ 541.0, et seq. 82. Defendant’s repeated and knowing failure to pay overtime wages to the Named Plaintiffs and those similarly situated Ohioans were violations of R.C. § 4111.03, and as such, Defendant acted willfully. 83. For Defendant’s violations of R.C. § 4111.03, by which the Named Plaintiffs and those similarly situated Ohioans have suffered and continue to suffer damages, the Named Plaintiffs and those similarly situated Ohioans seek unpaid overtime and other compensation, liquidated damages, interest and attorneys’ fees, and all other remedies available. 84. All of the preceding paragraphs are realleged as if fully rewritten herein. 85. During relevant times, Named Plaintiffs and the Ohio Rule 23 Class Members have been employed by Defendant. 86. During relevant times, Defendant was an entity covered by the OPPA and the Named Plaintiffs and the Ohio Rule 23 Class Members have been employed by Defendant within the meaning of the OPPA. 87. The OPPA requires Defendant to pay Named Plaintiffs and Ohio Rule 23 Class all wages, including unpaid overtime, on or before the first day of each month, for wages earned by them during the first half of the preceding month ending with the fifteenth day thereof, and on or before the fifteenth day of each month, for wages earned by them during the last half of the preceding calendar month. See R.C. § 4113.15(A). 88. During relevant times, Named Plaintiffs and the Ohio Rule 23 Class were not paid all wages, including overtime wages at one and one-half times their regular rate of pay as described herein within thirty (30) days of performing the work. See R.C. § 4113.15(B). 89. The Named Plaintiffs and the Ohio Rule 23 Class Members’ unpaid wages remain unpaid for more than thirty (30) days beyond their regularly scheduled payday. 90. The Named Plaintiffs and the Ohio Rule 23 Class Members have been harmed and continue to be harmed by such unpaid wages. 91. In violating the OPPA, Defendant acted willfully, without a good faith basis, and with reckless disregard of clearly applicable Ohio law. A. 216(b) Collective Action for Unpaid Overtime Wages.

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50. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein. 51. The Individual Defendants disseminated the false and misleading Proxy Statement, which contained statements that, in violation of Section 14(a) of the 1934 Act and Rule 14a-9, in light of the circumstances under which they were made, omitted to state material facts necessary to make the statements therein not materially false or misleading. SciClone is liable as the issuer of these statements. 52. The Proxy Statement was prepared, reviewed, and/or disseminated by the Individual Defendants. By virtue of their positions within the Company, the Individual Defendants were aware of this information and their duty to disclose this information in the Proxy Statement. 53. The Individual Defendants were at least negligent in filing the Proxy Statement with these materially false and misleading statements. 54. The omissions and false and misleading statements in the Proxy Statement are material in that a reasonable stockholder will consider them important in deciding how to vote on the Proposed Transaction. In addition, a reasonable investor will view a full and accurate disclosure as significantly altering the total mix of information made available in the Proxy Statement and in other information reasonably available to stockholders. 55. The Proxy Statement is an essential link in causing plaintiff and the Company’s stockholders to approve the Proposed Transaction. 56. By reason of the foregoing, defendants violated Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder. 58. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein. 59. The Individual Defendants and Silver acted as controlling persons of SciClone within the meaning of Section 20(a) of the 1934 Act as alleged herein. By virtue of their positions as officers and/or directors of SciClone and participation in and/or awareness of the Company’s operations and/or intimate knowledge of the false statements contained in the Proxy Statement, they had the power to influence and control and did influence and control, directly or indirectly, the decision making of the Company, including the content and dissemination of the various statements that plaintiff contends are false and misleading. 60. Each of the Individual Defendants and Silver was provided with or had unlimited access to copies of the Proxy Statement alleged by plaintiff to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause them to be corrected. 61. In particular, each of the Individual Defendants had direct and supervisory involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had the power to control and influence the particular transactions giving rise to the violations as alleged herein, and exercised the same. The Proxy Statement contains the unanimous recommendation of the Individual Defendants to approve the Proposed Transaction. They were thus directly in the making of the Proxy Statement. 62. Silver also had direct supervisory control over the composition of the Proxy Statement and the information disclosed therein, as well as the information that was omitted and/or misrepresented in the Proxy Statement. 63. By virtue of the foregoing, the Individual Defendants and Silver violated Section 20(a) of the 1934 Act. Background of the Company Claim for Violation of Section 14(a) of the 1934 Act and Rule 14a-9 Promulgated Thereunder Against the Individual Defendants and SciClone Claim for Violation of Section 20(a) of the 1934 Act Against the Individual Defendants and Silver

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(BREACH OF CONTRACT) (UNJUST ENRICHMENT) (VIOLATION OF THE FAIR LABOR STANDARDS ACT) 40. Defendant has intentionally and repeatedly engaged in a practice of improperly and unlawfully failing to pay their non-exempt employees including, but not limited to, the Plaintiffs and the collective group of similarly-situated employees who worked at Defendant’s Nashville, Tennessee location for work performed in violation of the provisions of the FLSA and corresponding federal regulations. 41. Specifically, Defendant demanded that Plaintiffs, and those similarly situated to Plaintiffs, perform and/or complete more work than is and/or was humanly possible to accomplish during their regular scheduled shifts. For instance, non-exempt employees holding 9 customer service positions such as Plaintiffs Patton and Kitts were expected to assist customers beyond their shifts, including, but not limited to, technical support, answering billing questions or training customers on the WebEx system. Plaintiff Harrison was similarly asked to work through lunch or beyond her scheduled shift without being compensated for her time. 42. Defendant’s employee handbook, revised as recently as August 2013 states that “[non-exempt] employees are required to be paid overtime for all overtime hours worked,” and that “[t]he Company provides compensation for all overtime hours worked by nonexempt employees in accordance with state and federal law.” 43. Plaintiffs, and other hourly-paid, non-exempt employees similarly situated to Plaintiffs, frequently performed work both before and after their scheduled shifts at work; during their so-called “lunch” breaks; and while at their personal homes and places of residence, for all of which they received no compensation from Defendant, much less lawful overtime pay. 44. At all times material to this action, Defendant had knowledge of and was fully aware that Plaintiffs, and other hourly-paid, non-exempt employees similarly situated to Plaintiffs in Defendant’s Nashville, Tennessee office, routinely worked more than forty (40) hours per week without payment of overtime compensation. 45. Plaintiff Patton consistently worked in excess of forty (40) hours in each workweek between December 2013 and September 2014 while she was responsible for approximately 650 accounts in California. 46. As evidenced by the emails delineated below, Plaintiff Patton frequently worked past her scheduled shift on numerous occasions during her time as an employee of Defendant, including: 10 A. February 5, 2014 at 10:16 p.m., Plaintiff Patton sent an email to a customer; her shift ended at 5:00 p.m.; 59. Plaintiffs repeat and incorporate by reference the allegations contained in Paragraphs 1-58 herein. By its actions alleged herein, Defendant willfully, knowingly, and/or recklessly violated the provisions of the FLSA and corresponding federal regulations. 60. Upon information and belief, there are numerous other similarly-situated present and former employees of Defendant who have been improperly compensated in violation of the FLSA and who would benefit from the issuance of court-supervised notice of the present lawsuit. Those similarly-situated employees are known to Defendant and are readily identifiable and locatable through Defendant’s records. 61. Plaintiffs assert their FLSA claims pursuant to 29 U.S.C. §216(b) as a collective action on behalf of the following opt-in collective class members: 17 All current and former hourly-paid, non-exempt employees at Defendant’s Nashville, Tennessee office, for the three years preceding the filing of this lawsuit, who were employed or hired as, or holding a position titled Sales Account Representatives, who performed uncompensated work activities related to Defendant’s services, as a result of Defendant’s common policy or practice alleged herein (the “Collective Class.”). 62. Plaintiffs seek to pursue their claims on behalf of all individuals who opt into this action pursuant to 29 U.S.C. §216(b). 63. Plaintiffs and the Collective Class are “similarly situated” as that term is defined in 29 U.S.C. §216(b) because, inter alia, Defendant did not pay for all hours worked, as mandated by the FLSA. 64. All, or virtually all, of the legal and factual issues that will arise in litigating these collective action claims are common to Plaintiffs and the Collective Class. These issues include: 1) whether and to what extent Defendant did not pay for all hours worked, 2) whether and to what extent these unpaid hours include hours worked over forty (40) in a week, and 3) whether and to what extent such overtime hours were compensated at one and one-half times the regular rate of pay. 65. Plaintiffs bring this action on their own behalf and, pursuant to Rule 23 of the Federal Rules of Civil Procedure, on behalf of the following individuals: All current and former hourly-paid, non-exempt employees at Defendant’s Nashville, Tennessee office, for the six years preceding the filing of this lawsuit, who were employed or hired as, or holding a position titled non- exempt Sales Account Representatives and performed uncompensated work activities related to ServiceSource’s services, as a result of Defendant’s common policy or practice alleged herein (the “Rule 23 Class.”). 66. Plaintiffs are members of the class they seek to represent. 18 67. The Rule 23 Class is sufficiently numerous that joinder of all members is impractical, satisfying Fed. R. Civ. P. 23(a)(1). 68. All members of the Rule 23 Class share the same pivotal questions of law and fact, thereby satisfying Fed. R. Civ. P. 23(a)(2). Specifically, all members of the Rule 23 Class share the questions of: 1) whether and to what extent Defendant did not pay for all hours worked, 2) whether and to what extent these unpaid hours include hours worked over forty (40) in a week, 3) whether and to what extent such overtime hours were compensated at one and one-half times the regular rate of pay, 4) whether Defendant’s actions constituted a breach of contract, and 5) whether Defendant’s actions constituted unjust enrichment. 69. Plaintiffs’ claims are typical of the claims of the Rule 23 Class, thus satisfying Fed. R. Civ. P. 23(a)(3). Defendant’s failure to pay for all time worked was not the result of any Plaintiff-specific circumstances. Rather, it arose from Defendant’s common payroll policies, which Defendant applied to all employees at Defendant’s Nashville, Tennessee office employed or hired as, or holding a position titled Sales Account Representatives. 70. Plaintiffs will fairly and adequately represent and protect the interests of the Rule 23 Class. Further, Plaintiffs have retained competent counsel experienced in representing classes of employees against their employers related to their employers’ failure to pay them properly under the law, thus satisfying Fed. R. Civ. P. 23(b)(2). 71. By consistently failing to pay its employees for all hours worked, Defendant has created a scenario where questions of law and fact common to Rule 23 Class members predominate over any questions affecting only individual members. Thus, a class action is superior to other available methods for fair and efficient adjudication of this matter. 19 Accordingly, Plaintiffs are entitled to pursue their claims as a class action, pursuant to Fed. R. Civ. P. 23(b)(3). 72. Plaintiffs repeat and incorporate by reference the allegations contained in Paragraphs 1-71 herein. Based on actions alleged herein, Defendant willfully, knowingly, and/or recklessly violated the provisions of the FLSA and corresponding federal regulations. 73. Defendant willfully and intentionally engaged in a widespread pattern and practice of violating the provisions of the FLSA, as detailed herein, by endeavoring to prevent the proper compensation of Plaintiffs and other present and former, similarly-situated employees in accordance with §207 of the FLSA. 74. Plaintiffs, as well as all similarly-situated employees, were victims of a uniform and facility-wide compensation policy and/or practice that failed to record and compensate all time worked by employees in Defendant’s Nashville, Tennessee office. 75. The uncompensated time at issue is the time worked in excess of forty (40) hours per week. 76. The FLSA requires that covered employees receive overtime compensation “not less than one and one-half times” their regular rate of pay for hours worked over forty (40) in a week. See 29 U.S.C. §207. 77. Defendant has violated the FLSA by failing to compensate Plaintiffs and the Collective Class on a daily basis for all time worked, including overtime. 78. As a result of Defendant’s violations of the FLSA, Plaintiffs, as well as all others similarly situated, have suffered damages by failing to receive their lawful overtime wages in accordance with §207 of the FLSA. 20 79. Defendant made no good faith effort to comply with the FLSA with respect to the unlawful practices and/or policies to which it subjected Plaintiffs or other similarly-situated employees. 80. Defendant willfully violated the FLSA by failing to pay its employees their lawful overtime wages in accordance with §207 of the FLSA. 81. Pursuant to 29 U.S.C. §216(b), attached to and filed with this Complaint as Exhibit H are the Consents to Become Party Plaintiff signed by the above-named Representative Plaintiffs. 82. Plaintiffs repeat and incorporate by reference the allegations contained in Paragraphs 1-81 herein. 83. Plaintiffs bring this claim on behalf of all members of the proposed class. 84. Plaintiffs and the class members entered into employment agreements with Defendant whereby they agreed to perform work for Defendant in exchange for being compensated for all time worked. 85. The agreements were made between parties capable of contracting and contained mutual obligations and valid consideration. 86. Plaintiffs and the class members have performed all conditions precedent, if any, required of them under these agreements. 87. Defendant failed and refused to perform their obligations in accordance with the terms and conditions of the agreement by failing to pay Plaintiffs and the class member for all time worked on behalf of Defendant. 21 88. Plaintiffs repeat and incorporate by reference the allegations contained in Paragraphs 1-87 herein. 89. Plaintiffs bring this claim on behalf of all members of the proposed classes. 90. Defendant is obligated to pay Plaintiffs and the class members for all time worked under Tennessee law. 91. Because of the wrongful activities described above, including the failure to pay wages owed, Defendant has received the benefit of Plaintiffs’ and the class members’ unpaid labor and have therefore received money belonging to the Plaintiffs and the classes. 92. Defendant was aware of and appreciated the benefit Plaintiffs and similarly situated employees conferred on them. 93. Defendant has been unjustly enriched as a result of its accepting the work of Plaintiffs and the classes without proper compensation for all time worked. It would be unjust to allow Defendant to enjoy the fruits of such employees’ labor without proper compensation. FEDERAL RULES OF CIVIL PROCEDURE

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53. Plaintiff brings this case as a class action pursuant to Fed. R. Civ. P. 23, on behalf of himself and all others similarly situated. 54. Plaintiff brings this case on behalf of the Class defined as follows: No Consent Class: All persons in the United States who, within four years prior to the filing of this action, (1) were sent a text message by or on behalf of Defendant, (2) using an automatic telephone dialing system, (3) for the purpose of soliciting Defendant’s goods and services, (4) without prior express consent of the recipient, or with the same manner of purported consent Defendant claims to have obtained from Plaintiff, if any. 55. Defendant and its employees or agents are excluded from the Class. Plaintiff does not know the number of members in the Class but believes the Class members number in the several thousands, if not more. 58. There are numerous questions of law and fact common to members of the Class which predominate over any questions affecting only individual members of the Class. Among the questions of law and fact common to the members of the Class are: a) Whether Defendant made non-emergency calls to Plaintiff’s and Class members’ cellular telephones using an ATDS; b) Whether Defendant can meet its burden of showing that it obtained prior express written consent to make such calls; c) Whether Defendant’s conduct was knowing and willful; d) Whether Defendant is liable for damages, and the amount of such damages; and e) Whether Defendant should be enjoined from such conduct in the future. 59. The common questions in this case are capable of having common answers. If Plaintiff’s claim that Defendant routinely transmits text messages to telephone numbers assigned to cellular telephone services is accurate, Plaintiff and the Class members will have identical claims capable of being efficiently adjudicated and administered in this case. 64. Plaintiff re-alleges and incorporates the foregoing allegations as if fully set forth herein. 65. It is a violation of the TCPA to make “any call (other than a call made for emergency purposes or made with the prior express consent of the called party) using any automatic telephone dialing system … to any telephone number assigned to a … cellular telephone service ….” 47 U.S.C. § 227(b)(1)(A)(iii). 71. Plaintiff re-alleges and incorporates the allegations of paragraphs 1-63 as if fully set forth herein. PROPOSED CLASS Violations of the TCPA, 47 U.S.C. § 227(b) (On Behalf of Plaintiff and the Class) Violations of 47 C.F.R. § 64.1200 (On Behalf of Plaintiff and the Class)

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27. Defendant owns and operates a medical marijuana licensing service, focusing on same- day provision of marijuana licenses to consumers seeking to take advantage of Defendant’s services. 39. Plaintiff brings this action on behalf of two (2) nationwide classes of similarly situated individuals. 40. The first class is the “No Consent to Text Class,” of which is defined as: [1] All persons in the United States [2] within the four years immediately preceding the filing of this Complaint [3] whose cellular telephone number [4] was sent one or more text message [5] marketing, advertising, and/or otherwise promoting goods, services, or events [6] from Defendant, or another person or entity acting on Defendant’s behalf, [7] by and through an automatic telephone dialing system or equipment [8] and Defendant lacked the class member’s express written consent to send such text message(s). 41. Plaintiff is a member of the No Consent to Text Class. 54. Plaintiff re-alleges and incorporates paragraphs 1-53 as if fully set forth herein. 55. It is a violation of the TCPA, 47 U.S.C. §227(b) to call a person's cellular telephone using an automatic telephone dialing system. The TCPA also specifically prohibits the use of an unsolicited text messages to advertise the sale of goods and services. 47 U.S.C. § 227(b)(1)(B); 47 59. Plaintiff re-alleges and incorporates paragraphs 1-49 as if fully set forth herein. 60. It is a violation of the TCPA, 47 U.S.C. §227(c) to call a person who has registered his or her telephone number on the national do-not-call registry of persons who do not wish to receive telephone solicitations. 47 U.S.C. § 227(c); 47 C.F.R. § 64.1200. 61. Defendant, or some person on its behalf, sent one or more marketing text messages to Plaintiff and others’ cellular telephone numbers when said numbers had been registered on the national do-not-call registry for more than 31 days. VIOLATION OF 47 U.S.C. § 227(c) (THE DNC CLASS) VIOLATION OF 47 U.S.C. § 227(b) (THE NO CONSENT TO TEXT CLASS)

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21. Defendant is a snack company that owns and operates the website, www.snacklins.com (its “Website”), offering features which should allow all consumers to access the goods and services which Defendant ensures the delivery of throughout the United States, including New York State. 22. Defendant’s Website offers its products and services for online sale and general delivery to the public. The Website offers features which ought to allow users to browse for items, access navigation bar descriptions and prices, and avail consumers of the ability to peruse the numerous items offered for sale. 23. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient NVDA screen-reader user and uses it to access the Internet. Plaintiff has visited the Website using a screen-reader. 25. For example, many features on the Website lacks alt. text, which is the invisible code embedded beneath a graphical image. As a result, Plaintiff was unable to differentiate what products were on the screen due to the failure of the Website to adequately describe its content. 26. Many features on the Website also fail to contain a proper label element or title attribute for each field. This is a problem for the visually impaired because the screen reader fails to communicate the purpose of the page element. It also leads to the user not being able to understand what he or she is expected to insert into the subject field. As a result, Plaintiff was unable to enjoy the privileges and benefits of the Website equally to sighted users. 27. Many pages on the Website also contain the same title elements. This was a problem for Plaintiff because in certain instances the screen reader failed to distinguish one page from another. In order to fix this problem, Defendant must change the title elements for each page. 30. These access barriers effectively denied Plaintiff the ability to use and enjoy Defendant’s website the same way sighted individuals do. 31. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff, along with other blind or visually-impaired users, access to Defendant’s website, and to therefore specifically deny the goods and services that are offered to the general public. Due to Defendant’s failure and refusal to remove access barriers to its website, Plaintiff and visually-impaired persons have been and are still being denied equal access to Defendant’s Website, and the numerous goods and services and benefits offered to the public through the Website. 33. If the Website were equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 34. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 35. Because simple compliance with the WCAG 2.1 Guidelines would provide Plaintiff and other visually-impaired consumers with equal access to the Website, Plaintiff alleges that Defendant has engaged in acts of intentional discrimination, including but not limited to the following policies or practices: a. Constructing and maintaining a website that is inaccessible to visually-impaired individuals, including Plaintiff; b. Failure to construct and maintain a website that is sufficiently intuitive so as to be equally accessible to visually-impaired individuals, including Plaintiff; and, c. Failing to take actions to correct these access barriers in the face of substantial harm and discrimination to blind and visually-impaired consumers, such as Plaintiff, as a member of a protected class. 36. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 38. Upon information and belief, because SNACKLINS, INC..’s Website has never been accessible and because SNACKLINS, INC.. does not have, and has never had, an adequate corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff invokes 42 U.S.C. § 12188(a)(2) and seeks a permanent injunction requiring: a. that SNACKLINS, INC.. retain a qualified consultant acceptable to Plaintiff (“Mutually Agreed Upon Consultant”) who shall assist it in improving the accessibility of its Website so the goods and services on them may be equally accessed and enjoyed by individuals with vision related disabilities; b. that SNACKLINS, INC.. work with the Mutually Agreed Upon Consultant to ensure that all employees involved in website development and content development be given web accessibility training on a periodic basis, including onsite training to create accessible content at the design and development stages; c. that SNACKLINS, INC.. work with the Mutually Agreed Upon Consultant to perform an automated accessibility audit on a periodic basis to evaluate whether its Website may be equally accessed and enjoyed by individuals with vision related disabilities on an ongoing basis; d. that SNACKLINS, INC.. work with the Mutually Agreed Upon Consultant to perform end-user accessibility/usability testing on a periodic basis with said testing to be performed by individuals with various disabilities to evaluate whether its Website may be equally accessed and enjoyed by individuals with vision related disabilities on an ongoing basis; e. that SNACKLINS, INC.. work with the Mutually Agreed Upon Consultant to create an accessibility policy that will be posted on its Website, along with an e-mail address and tollfree phone number to report accessibility-related problems; and f. that Plaintiff, their counsel and its experts monitor Defendant’s Website for up to two years after the Mutually Agreed Upon Consultant validates it is free of accessibility errors/violations to ensure it has adopted and implemented adequate accessibility policies. 40. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 41. Defendant has, upon information and belief, invested substantial sums in developing and maintaining their Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making their Website equally accessible to visually impaired customers. 42. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 44. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 45. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYCHRL. 46. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 48. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 49. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 50. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 51. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 53. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 54. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 55. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 57. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 58. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 59. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 60. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 61. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 63. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 64. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 65. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 67. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 68. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 69. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 70. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 71. Plaintiff, on behalf of himself and the Class and New York City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 73. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq.

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12. At all times relevant, Plaintiff was a citizen of the State of California. Plaintiff is, and at all times mentioned herein was, a “person” as defined by 47 48. Plaintiff represents, and is a member of, the Class, consisting of: a. All persons within the United States who had or have a number assigned to a cellular telephone service, who received at least one call using an ATDS and/or an artificial prerecorded voice from Defendants Clean Energy Experts, LLC d.b.a Solar Research Group, between the date of filing this action and the four years preceding, where such calls were placed for the purpose of marketing home solar systems, to non- customers of Defendants Clean Energy Experts, LLC d.b.a. Solar Research Group, at the time of the calls. 49. Defendants and their employees or agents are excluded from the Class. Plaintiff does not know the number of members in the Class, but believes the Class members number in the thousands, if not more. Thus, this matter should be certified as a Class action to assist in the expeditious litigation of this matter. 50. Plaintiff and members of the Class were harmed by the acts of Defendants in at least the following ways: Defendants illegally contacted Plaintiff and the Class members via their cellular telephones thereby causing Plaintiff and the Class members to incur certain cellular telephone charges or reduce cellular telephone time for which Plaintiff and the Class members previously paid, by having to retrieve or administer messages left by Defendants or their agents, during those illegal calls, and invading the privacy of said Plaintiff and the Class members. Plaintiff and the Class members were damaged thereby. 52. The joinder of the Class members is impractical and the disposition of their claims in the Class action will provide substantial benefits both to the parties and to the Court. The Class can be identified through Defendants’ records and/or Defendants’ agent’s records. 53. There is a well-defined community of interest in the questions of law and fact involved affecting the parties to be represented. The questions of law and fact to the Class predominate over questions which may affect individual Class members, including the following: i. Whether, within the four years prior to the filing of the Complaint, Defendants made any call(s) (other than a call made for emergency purposes or made with the prior express consent of the called party) to the Class members using any ATDS or an artificial or prerecorded voice to any telephone number assigned to a cellular telephone service; ii.Whether Defendants called non-customers of Defendants for marketing purposes; iii.Whether Plaintiff and the Class members were damaged thereby, and the extent of damages for such violation(s); and iv.Whether Defendants should be enjoined from engaging in such conduct in the future. 54. As a person that received calls from Defendants in which Defendants used an ATDS or an artificial or prerecorded voice, without Plaintiff’s prior express consent, Plaintiff is asserting claims that are typical of the Class. Plaintiff will fairly and adequately represent and protect the interests of the Class in that Plaintiff has no interests antagonistic to any member of the Class. 56. Plaintiff has retained counsel experienced in handling class action claims and claims involving violations of the Telephone Consumer Protection Act. 57. A class action is a superior method for the fair and efficient adjudication of this controversy. Class-wide damages are essential to induce Defendants to comply with federal and California law. The interest of Class members in individually controlling the prosecution of separate claims against Defendants is small because the maximum statutory damages in an individual action for violation of privacy are minimal. Management of these claims is likely to present significantly fewer difficulties than those that would be presented in numerous individual claims. 58. Defendants have acted on grounds generally applicable to the Class, thereby making appropriate final injunctive relief and corresponding declaratory relief with respect to the Class as a whole. 59. Plaintiff incorporates by reference all of the above paragraphs of this Complaint as though fully stated herein. 60. The foregoing acts and omissions of Defendants constitute numerous and multiple negligent violations of the TCPA, including but not limited to each and every one of the above-cited provisions of 47 U.S.C. § 227 et seq. 62. Plaintiff and the Class are also entitled to and seek injunctive relief prohibiting such conduct in the future. 63. Plaintiff incorporates by reference all of the above paragraphs of this Complaint as though fully stated herein. 64. The foregoing acts and omissions of Defendants constitute numerous and multiple knowing and/or willful violations of the TCPA, including but not limited to each and every one of the above-cited provisions of 47 U.S.C. § 227 et seq. 65. As a result of Defendants’ knowing and/or willful violations of 47 U.S.C. § 227 et seq., Plaintiff and each of the Class are entitled to treble damages, as provided by statute, up to $1,500.00, for each and every violation, pursuant to 47 U.S.C. § 227(b)(3)(B) and 47 U.S.C. § 227(b)(3)(C). 66. Plaintiff and the Class are also entitled to and seek injunctive relief prohibiting such conduct in the future. 69. Pursuant to 47 U.S.C. § 227(b)(3)(A), injunctive relief prohibiting such conduct in the future. 70. Any other relief the Court may deem just and proper. 71. As a result of Defendants’ willful and/or knowing violations of 47 U.S.C. § 227(b)(1), Plaintiff seeks for himself and each Class member treble damages, as provided by statute, up to $1,500.00 for each and every violation, pursuant to 47 U.S.C. § 227(b)(3)(B) and 47 U.S.C. § 227(b)(3)(C). 72. Pursuant to 47 U.S.C. § 227(b)(3)(A), injunctive relief prohibiting such conduct in the future. 73. Any other relief the Court may deem just and proper. KNOWING AND/OR WILLFUL VIOLATIONS OF THE TELEPHONE CONSUMER PROTECTION ACT 47 U.S.C. § 227 ET SEQ. NEGLIGENT VIOLATIONS OF THE TELEPHONE CONSUMER PROTECTION ACT 47 U.S.C. § 227 ET SEQ. THE TCPA, 47 U.S.C. § 227 ET SEQ. VIOLATION OF THE TCPA, 47 U.S.C. § 227 ET SEQ.

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(FLSA – COLLECTIVE ACTION FOR UNPAID OVERTIME) (RECORDKEEPING VIOLATIONS OF THE OHIO WAGE ACT) (UNPAID OVERTIME PURSUANT TO THE OHIO WAGE LAW) (VIOLATION OF OHIO'S PROMPT PAY ACT) 21. Plaintiffs restates the preceding paragraphs as if fully realleged herein. 22. At all times relevant, Plaintiff was employed as a service technician from approximately April 2015 until October 10, 2017 at Camping World of Columbus. 23. At all times relevant, he was paid on an hourly basis in various amounts believed to begin in the approximate amount of $16 per hour, increase to $21.33 per hour, and further increase to $23.50 until the end of his employment. 25. Plaintiff neither primarily performed managerial duties nor supervised two or more employees. Plaintiff could not hire, fire, or discipline employees. 26. Plaintiff’s primary job duties did not consist of the exercise of discretion and independent judgment with respect to matters of significance. 27. Thus, at all times relevant, Plaintiff was employed as a non-exempt hourly service technician entitled to overtime wages for all hours worked in excess of forty (40) in any workweek. 28. During the past three years preceding the filing of this Complaint, Plaintiff and other similarly situated service technicians regularly worked over (40) hours per week. 29. During all times relevant, Plaintiff and other similarly situated service technicians were not paid one and one-half times their regular rates of pay (“overtime rate”) for all hours worked in excess of forty (40) resulting in unpaid overtime wages and other wages owed to Plaintiff for numerous unlawful reasons. 30. First, Defendants maintained a companywide policy or practice wherein they only paid Plaintiff and other similarly situated service technicians were paid only their regular hourly rate of pay and not their overtime rate for hours worked in excess of forty (40) in a workweek even though they were non-exempt employees entitled to overtime compensation. 31. Second, Defendants maintained a companywide policy or practice wherein they failed to fully pay Plaintiff and other similarly situated service technicians all amounts owed because they did not compensate their service technicians for all of the compensable hours worked, resulting in unpaid overtime wages. 33. During the three years preceding the filing of this action, Defendants applied the same pay practices and policies to all hourly, non-exempt service technicians, including Plaintiff. 34. During the previous three years preceding this Complaint, Named Plaintiff and other similarly situated service technicians were not paid for all of their compensable hours worked due to Defendants’ FLSA-violating policies or practices. 35. Defendants knew or should have been aware that Plaintiff and other similarly situated service technicians worked in excess of forty (40) hours in a workweek, but willfully elected not to compensate them for all hours worked in excess of forty (40) during the three years preceding the filing of this Complaint. 36. Defendants’ joint failure to pay Plaintiff and other similarly situated service technicians resulted in unpaid wages, including overtime wages, liquidated damages, costs, and attorneys’ fees. 38. Examples of employees that may be members of the §216(b) Class include, but may not be limited to service technicians or equivalent positions primarily performing similar general labor job duties for Defendants. 39. This FLSA claim is brought as an "opt-in" collective action pursuant to 29 U.S.C. §216(b) as to claims for overtime compensation, compensation withheld in violation of the FLSA, liquidated damages and attorneys' fees under the FLSA. In addition to Named Plaintiff, numerous putative §216(b) Class Members have been denied proper overtime wages due to Defendants’ company-wide payroll policies and practices. Named Plaintiff is representative of those other similarly situated employees and is acting on behalf of his interests as well as their own in bringing this action. 40. The identity of the putative §216(b) Class Members are known to Defendants and are readily identifiable through Defendants’ payroll records. These individuals may readily be notified of this action, and allowed to opt into it pursuant to 29 U.S.C. §216(b), for the purpose of collectively adjudicating their claims for overtime and minimum wages, liquidated damages, attorneys' fees and costs under the FLSA. 41. The net effect of Defendants’ policies and practices is that Defendants willfully failed to pay overtime wages and maintain proper recordkeeping to save payroll costs. Thus, Defendants enjoyed substantial ill-gained profits at the expense of the Named Plaintiff and the §216(b) Class Members. V. 42. All of the preceding paragraphs are realleged as if fully rewritten herein. 44. During relevant times, Plaintiff and those similarly situated were not exempt from the overtime provisions of the FLSA and the Ohio Wage Act. 45. Plaintiff and those similarly situated have suffered damages and continue to suffer damages as a result of Defendants’ acts or omissions as described herein. 46. All of the preceding paragraphs are realleged as if fully rewritten herein. 47. This claim is brought as part of a collective action by the Named Plaintiff on behalf of himself and the §216(b) Class. 48. During the three years preceding the filing of this Complaint, Defendants jointly employed the Named Plaintiff and the §216(b) Class Members. 49. Named Plaintiff and the §216(b) Class Members were paid on an hourly basis when working in non-exempt positions. 50. Named Plaintiff and the §216(b) Class Members worked in excess of 40 hours in a workweek. 51. The FLSA requires that covered employees be compensated for every hour worked in a workweek. See 29 U.S.C. § 206(b). 53. Plaintiff and the §216(b) Class Members were not exempt from receiving FLSA overtime benefits because, inter alia, she was not “executive,” “administrative,” or “professional” employees, as those terms are defined under the FLSA. See 29 C.F.R. §§ 541.1, et seq. 54. Plaintiff and the §216(b) Class Members were not exempt from receiving FLSA overtime benefits because, inter alia, she was not a “learned professional” employee, as that term is defined under the FLSA. See 29 CFR § 541.301. 55. Named Plaintiff and the § 216(b) Class Members routinely worked in excess of forty hours per week during the three years preceding the filing date of this lawsuit. 56. Named Plaintiff and the § 216(b) Class Members should have been paid the overtime premium for all hours worked in excess of forty hours per workweek. 57. Defendants violated the FLSA with respect to Named Plaintiff and the §216(b) Class Members by, inter alia, failing to compensate them at time-and-one-half times their regular rates of pay for each hour worked over forty (40) hours in a workweek for the reasons set forth above. 58. Defendants knew or should have known that Named Plaintiff and the §216(b) Class Members regularly worked in excess of forty (40) hours per week. 59. Accordingly, Defendants knew or should have known of the overtime payment requirements of the FLSA. Despite such knowledge, Defendants willfully withheld and failed to pay the overtime compensation to which Named Plaintiff and the §216(b) Class Members are entitled. 61. The exact total amount of compensation, including overtime compensation, that Defendants have failed to pay Plaintiff Named Plaintiff and the §216(b) Class Members is unknown at this time, as many of the records necessary to make such precise calculations are in the possession of Defendants or were not kept by Defendants. 62. As a direct and proximate result of Defendants’ conduct, Named Plaintiff Named Plaintiff and the §216(b) Class Members have suffered and continue to suffer damages in an amount not presently ascertainable. In addition, Named Plaintiff and the §216(b) Class Members seek liquidated damages, interest and attorneys’ fees, and all other remedies available, as result of Defendants’ willful failure and refusal to pay overtime wages in violations of Sections 6 and 7 of the Act (29 U.S.C. §§206-207). 63. All of the preceding paragraphs are realleged as if fully rewritten herein. 64. This claim is brought under Ohio Law. 65. Ohio Law requires that employees receive overtime compensation “not less than one and one-half times” (1.5) the employee’s regular rate of pay for all hours worked over forty (40) in one workweek, “in the manner and methods provided in and subject to the exemptions of section 7 and section 13 of the Fair Labor Standards Act of 1937.” See O.R.C. § 4111.03(A); see also 29 U.S.C. § 207(a)(1). 66. The Named Plaintiff and those similarly situated to the Named Plaintiff from Ohio worked in excess of the maximum weekly hours permitted under O.R.C. § 4111.03, but were not paid one and one-half times their regular hourly rate for all hours worked over 40 in a workweek. 68. Named Plaintiff and those similarly situated Ohioans were not exempt from the wage protections of Ohio Law. 69. Defendants’ repeated and knowing failure to pay overtime wages to the Named Plaintiff and those similarly situated Ohioans were violations of R.C. §4111.03, and as such, Defendants acted willfully. 70. For Defendants’ violations of R.C. §4111.03, by which the Named Plaintiff and those similarly situated Ohioans have suffered and continue to suffer damages; the Named Plaintiff and those similarly situated Ohioans seek unpaid overtime and other compensation, liquidated damages, interest and attorneys’ fees, and all other remedies available. 71. All of the preceding paragraphs are realleged as if fully rewritten herein. 72. During relevant times, Defendants were entities covered by the OPPA and the Named Plaintiff and those similarly situated Ohioans have been employed by Defendants within the meaning of the OPPA. 74. During relevant times, Named Plaintiff and those similarly situated Ohioans were not paid all wages, including overtime wages at one and one-half times his regular rate within thirty (30) days of performing the work. See O.R.C. § 4113.15(B). 75. The Named Plaintiff’s and those similarly situated Ohioans' unpaid wages remain unpaid for more than thirty (30) days beyond his regularly scheduled payday. 76. Named Plaintiff and those similarly situated Ohioans have been harmed and continue to be harmed by such unpaid wages. 77. In violating the OPPA, Defendants acted willfully, without a good faith basis and with reckless disregard of clearly applicable Ohio law. 78. All of the preceding paragraphs are realleged as if fully rewritten herein. 79. The Ohio Wage Act requires employers to maintain and preserve payroll or other records containing, among other things, the hours worked each workday and the total hours worked each workweek. See O.R.C. § 4111.08 and Ohio Rev. Code §§4111.14(G) & (H). See also, 29 C.F.R. §§ 516.2 et seq. 80. During times material to this complaint, Defendants were covered employers, and jointly and severally required to comply with the Ohio Wage Act’s mandates. 81. Named Plaintiff and similarly situated Ohioans were covered employees entitled to the protection of the Ohio Wage Act. 83. In violating the Ohio Wage Act, Defendants jointly acted willfully and with reckless disregard of clearly applicable Ohio Wage Act provisions. A. 216(b) Collective Action for Unpaid Overtime and Other Wages. SITUATED

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10. Defendant used an “automatic telephone dialing system”, as defined by 47 U.S.C. § 227(a)(1) to place its calls to Plaintiff seeking to sell or solicit its business services. 11. Defendant’s calls constituted calls that were not for emergency purposes as defined by 47 U.S.C. § 227(b)(1)(A). 12. Defendant’s calls were placed to telephone number assigned to a cellular telephone service for which Plaintiff incurs a charge for incoming calls pursuant to 47 U.S.C. § 227(b)(1). 13. Plaintiff is not a customer of Defendant’s services and has never provided any personal information, including his cellular telephone number, to Defendant for any purpose whatsoever. 16. Plaintiff brings this action individually and on behalf of all others similarly situated, as a member the proposed class (hereafter, “The Class”) defined as follows: All persons within the United States who received any solicitation/telemarketing telephone calls from Defendant to said person’s cellular telephone made through the use of any automatic telephone dialing system or an artificial or prerecorded voice and such person had not previously consented to receiving such calls within the four years prior to the filing of this Complaint 17. Plaintiff represents, and is a member of, The Class, consisting of all persons within the United States who received any solicitation telephone calls from Defendant to said person’s cellular telephone made through the use of any automatic telephone dialing system or an artificial or prerecorded voice and such person had not previously not provided their cellular telephone number to Defendant within the four years prior to the filing of this Complaint. 18. Defendant, its employees and agents are excluded from The Class. Plaintiff does not know the number of members in The Class, but believes the Class members number in the thousands, if not more. Thus, this matter should be certified as a Class Action to assist in the expeditious litigation of the matter. 8. Beginning on or around May 6, 2019, Defendant contacted Plaintiff on his cellular telephone ending in -6535, in an effort to sell or solicit its services. 9. Defendant called Plaintiff on his cellular telephone from the following phone number confirmed to belong to Defendant, (619) 720-3886. Knowing and/or Willful Violations of the Telephone Consumer Protection Act 47 U.S.C. §227 et seq. • As a result of Defendant’s willful and/or knowing violations of 47 U.S.C. §227(b)(1), Plaintiff and the Class members are entitled to and request treble damages, as provided by statute, up to $1,500, for each and every violation, pursuant to 47 U.S.C. §227(b)(3)(B) and 47 U.S.C. §227(b)(3)(C); and • Any and all other relief that the Court deems just and proper. Negligent Violations of the Telephone Consumer Protection Act 47 U.S.C. §227 et seq. • As a result of Defendant’s negligent violations of 47 U.S.C. §227(b)(1), Plaintiff and the Class members are entitled to and request $500 in statutory damages, for each and every violation, pursuant to 47 U.S.C. 227(b)(3)(B); and • Any and all other relief that the Court deems just and proper.

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2.0 guidelines; c. Regularly test user accessibility by blind or vision-impaired persons to ensure that Defendant’s Website complies under the WCAG 2.0 guidelines; and, d. Develop an accessibility policy that is clearly disclosed on Defendant’s Websites, with contact information for users to report accessibility-related problems. 22. Defendant offers the commercial website, WWW.THEFARMSOHO.COM, to the public. The website offers features which should allow all consumers to access the goods and services which Defendant offers in connection with their physical location. The goods and services offered by Defendant include, but are not limited to the following, which allow consumers to: find information about the physical locations, the ability to view pricing and purchase day passes, details about membership options and benefits online and in Defendant’s locations, view event layout and options, book tours and review frequently asked questions, access to floor plans and building photos, participate in other social interactive experiences and to learn about other important information. 24. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using the JAWS screen-reader. 25. During Plaintiff’s visits to the Website, the last occurring in March, 2019, Plaintiff encountered multiple access barriers that denied Plaintiff full and equal access to the facilities, goods and services offered to the public and made available to the public; and that denied Plaintiff the full enjoyment of the facilities, goods, and services of the Website, as well as to the facilities, goods, and services of Defendant’s physical locations in New York by being unable to learn more information about the Defendant’s rental space locations, the ability to view pricing and purchase day passes, details about membership options and benefits online and in Defendant’s locations, view event layout and options, book tours and review frequently asked questions, access to floor plans and building photos, participate in other social interactive experiences and to learn about other important information. 27. Due to the inaccessibility of Defendant’s Website, blind and visually- impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, goods, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from accessing the Website. 28. These access barriers on Defendant’s Website have deterred Plaintiff from visiting or returning to Defendant’s physical locations and Website, and enjoying them equal to sighted individuals because: Plaintiff was unable to find the location and hours of operation of Defendant’s physical locations on its Website and other important information, preventing Plaintiff from visiting or returning to the locations and Website to purchase items and to view the items. 29. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 30. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 32. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 33. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . their title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 35. If the Website was accessible, Plaintiff and similarly situated blind and visually-impaired people could independently view service items, locate Defendant’s rental space locations, purchase day passes and otherwise research related products and services via the Website. 36. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 38. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 39. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical locations, during the relevant statutory period. 40. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York State subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the State of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical locations, during the relevant statutory period. 41. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical locations, during the relevant statutory period. 43. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA, NYSYRHL or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 44. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no interests antagonistic to the Class Members. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 46. Judicial economy will be served by maintaining their lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 47. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 48. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 49. Defendant’s rental spaces are a place of public accommodations within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). Defendant’s Website is a service, privilege, or advantage of Defendant’s rental spaces. The Website is a service that is integrated with this location. 51. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 52. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 54. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 55. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 56. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 57. Defendant’s physical location is located in State of New York and throughout the United States and constitute a sales establishment and place of public accommodation within the definition of N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant. Defendant’s Website is a service that is by and integrated with these physical locations. 59. Defendant is violating N.Y. Exec. Law § 296(2)(a) in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with Defendant’s physical locations to be completely inaccessible to the blind. Their inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 60. Under N.Y. Exec. Law § 296(2)(c)(i), unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations being offered or would result in an undue burden". 61. Under N.Y. Exec. Law § 296(2)(c)(ii), unlawful discriminatory practice also includes, “a refusal to take such steps as may be necessary to ensure that no individual with a disability is excluded or denied services because of the absence of auxiliary aids and services, unless such person can demonstrate that taking such steps would fundamentally alter the nature of the facility, privilege, advantage or accommodation being offered or would result in an undue burden.” 63. Defendant’s actions constitute willful intentional discrimination against the class on the basis of a disability in violation of the NYSHRL, N.Y. Exec. Law § 296(2) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 64. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 65. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website and its physical locations under § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the Sub- Class Members will continue to suffer irreparable harm. 67. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 68. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 69. Under N.Y. Exec. Law § 297 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 70. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 71. Plaintiff served notice thereof upon the attorney general as required by N.Y. Civil Rights Law § 41. 72. N.Y. Civil Rights Law § 40 provides that “all persons within the jurisdiction of this state shall be entitled to the full and equal accommodations, advantages, facilities and privileges of any places of public accommodations, resort or amusement, subject only to the conditions and limitations established by law and applicable alike to all persons. No persons, being the owner, lessee, proprietor, manager, superintendent, agent, or employee of any such place shall directly or indirectly refuse, withhold from, or deny to any person any of the accommodations, advantages, facilities and privileges thereof . . .” 74. Defendant’s New York State physical location is a sales establishment and place of public accommodation within the definition of N.Y. Civil Rights Law § 40-c(2). Defendant’s Website is a service, privilege or advantage of Defendant and its Website is a service that is by and integrated with these establishments. 75. Defendant is subject to New York Civil Rights Law because it advertises, owns and operates its physical location and Website. Defendant is a person within the meaning of N.Y. Civil Law § 40-c(2). 76. Defendant is violating N.Y. Civil Rights Law § 40-c(2) in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with Defendant’s physical locations to be completely inaccessible to the blind. Their inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 77. N.Y. Civil Rights Law § 41 states that “any corporation which shall violate any of the provisions of sections forty, forty-a, forty-b or forty two . . . shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby . . .” 79. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 80. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability are being directly or indirectly refused, withheld from, or denied the accommodations, advantages, facilities and privileges thereof in § 40 et seq. and/or its implementing regulations. 81. Plaintiff is entitled to compensatory damages of five hundred dollars per instance, as well as civil penalties and fines under N.Y. Civil Law § 40 et seq. for each and every offense. 82. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 84. Defendant’s location is a sales establishment and a place of public accommodation within the definition of N.Y.C. Admin. Code § 8-102(9), and its Website is a service that is integrated with its establishment. 85. Defendant is subject to NYCHRL because it advertises, owns and operates its physical location and its Website in the City of New York, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 86. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated with its physical location to be completely inaccessible to the blind. The inaccessibility denies blind patrons full and equal access to the facilities, goods, and services that Defendant makes available to the non-disabled public. 87. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 89. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 90. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website and its establishments under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 91. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 92. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 93. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 95. Plaintiff, on behalf of himself and the Class and New York State and City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 96. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the goods, services and facilities of its Website and by extension its physical location, which Defendant owns, operates and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, et seq., N.Y. Exec. Law § 296, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 97. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF Defendant’s Barriers on Its Website VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATION OF THE NEW YORK STATE CIVIL RIGHTS LAW VIOLATIONS OF THE NYSHRL VIOLATIONS OF THE NYCHRL

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20. Plaintiff files this case as an “opt-in” collective action, as is specifically allowed by 29 U.S.C. § 216(b). 22. The specific job titles or job requirements of the various members of the Plaintiff Class do not prevent collective treatment. 23. Each non-exempt employee, regardless of job title, job requirements, or rate of pay, who is denied overtime compensation for hours worked in excess of 40 in one or more workweek, or who has been subjected to unauthorized wage deductions, is similarly situated to Plaintiff. 24. Furthermore, although the amount of damages may vary among individual employees, there is no detraction from the common nucleus of liability facts. 25. All current and former non-exempt employees employed by Defendants’ business establishments, who at any time during the three years prior to the date of filing of this action to the date of judgment were denied overtime pay for hours worked in excess of forty (40) in any given workweek may properly be included as members of the Plaintiff Class. 27. Individuals who opt in to the collective action will be added to the litigation, and copies of their written consents to join a collective action will be filed with the Honorable Court. V. 28. At all times relevant to this action, Defendants’ “enterprise” has been subject to the requirements of the FLSA. 29. For purposes of this action, the “relevant period” is the time-period commencing on the date that is three years prior to the filing of this action, and continuing thereafter until time of trial. 30. Defendants’ “enterprise” employed Mr. Ahamed as a travel agent at their business establishment located in Sugar Land, Texas. 31. Mr. Ahamed began his employment with Defendants’ “enterprise” on September 1, 2015, and he is currently employed by the Defendants. 32. At the outset of his employment with the Defendants, Mr. Ahamed was promised a fixed wage of $3,000.00 per month. Mr. Ahamed continues to earn this sum as his fixed monthly wage, and such wage has neither increased nor decreased during his employment with the Defendants. Furthermore, Mr. Ahamed’s job duties as a travel agent have not changed during his tenure with the Defendants. 33. Despite being a non-exempt employee, Mr. Ahamed did not receive any overtime wages in addition to his fixed monthly wage of $3,000.00. 35. Plaintiff was required to work overtime hours in excess of 40 hours during each workweek of his employment. Mr. Ahamed typically worked between 45 to 47 hours a week. 36. Similarly, during at least all or part of the last three years, all non-exempt workers employed by Defendants’ business establishments were routinely required to work in excess of 40 hours a week to perform the function of their job, which included performance of duties otherwise typically performed by non-exempt employees because the job required it and Defendants’ management required it. 37. Defendants required Plaintiff and all others similarly situated to perform all necessary work to include the performance of those duties otherwise typically performed by non- exempt employees, which duties routinely required Plaintiff and other similarly situated employees to work “overtime” hours as defined by 29 U.S.C. § 201, et seq. 38. Plaintiff and all other similarly situated employees were not paid at the proper premium hourly rates for the overtime hours they worked each week. 39. As such, Plaintiff and all other similarly situated non-exempt employees of the Defendants were together victims of a common policy of the Defendants’ “enterprise”, which common policy violated the FLSA. 40. As victims of a common policy that violated the FLSA, Plaintiff and all other similarly situated non-exempt employees of the Defendants may properly be joined as a class under 29 U.S.C. § 216(b). 42. Plaintiff and all other similarly situated employees also sue the Defendants’ “enterprise”, as a class, for all wages withheld or deducted from their pay. Such deductions were made in violation of Texas law, and they resulted in non-payment of overtime and straight-time wages. VI.

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10. Defendant used an “automatic telephone dialing system” as defined by 47 U.S.C. § 227(a)(1) to place its call to Plaintiff seeking to solicit its services. 11. On or about February 17, 2020, Defendant contacted or attempted to contact Plaintiff from telephone number (480) 926-4000 confirmed to be Defendant’s number. When Plaintiff answered the call, there was a pre-recorded voice on the other line. 12. Defendant’s calls constituted calls that were not for emergency purposes as defined by 47 U.S.C. § 227(b)(1)(A). 13. Defendant’s calls were placed to telephone number assigned to a cellular telephone service for which Plaintiff incurs a charge for incoming calls pursuant to 47 U.S.C. § 227(b)(1). 18. Plaintiff brings this action individually and on behalf of all others similarly situated, as a member the two proposed classes (hereafter, jointly, “The Classes”). 19. The class concerning the ATDS claim for no prior express consent (hereafter “The ATDS Class”) is defined as follows: All persons within the United States who received any solicitation/telemarketing telephone calls from Defendant to said person’s cellular telephone made through the use of any automatic telephone dialing system or an artificial or prerecorded voice and such person had not previously consented to receiving such calls within the four years prior to the filing of this Complaint 8. Defendant contacted Plaintiff on Plaintiff’s cellular telephone number ending in -6678, in an attempt to solicit Plaintiff to purchase Defendant’s services numerous times within the last 12 months. 9. The calls at issue solicited Plaintiff’s business in the form of requesting that he bring his vehicle into Defendant’s place of business for the purpose of purchasing repair and maintenance services. Knowing and/or Willful Violations of the Telephone Consumer Protection Act 47 U.S.C. §227(b) • As a result of Defendant’s willful and/or knowing violations of 47 U.S.C. §227(b)(1), Plaintiff and the ATDS Class members are entitled to and request treble damages, as provided by statute, up to $1,500, for each and every violation, pursuant to 47 U.S.C. §227(b)(3)(B) and 47 U.S.C. §227(b)(3)(C). • Any and all other relief that the Court deems just and proper.

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12. Defendants sought to collect from Plaintiff an alleged debt incurred by Plaintiff for personal, family, or household purposes; more specifically, the debt at issue was a delinquent medical debt. 3 13. Defendant Pendrick purchases debt from original creditors while the debt is in default with the original creditor, and then attempts to collect on the purchased debt. 14. Defendant Pendrick purchased Plaintiff’s underlying debt while the debt was in default with the original creditor. 15. On or about November 8, 2016, Defendant Affiliate, acting as an agent for Defendant Pendrick, sent a demand letter to Plaintiff seeking to collect an alleged debt owned by Defendant Pendrick. (The “Demand Letter”, attached hereto as “Exhibit 1”). 16. The Demand Letter was Defendant Affiliate’s initial communication with respect to the debt alleged therein. 17. The Demand Letter stated in part: 25. This action is brought on behalf of a Class consisting of (i) all persons with addresses in the State of Florida (ii) to whom initial communication letters that contained the language: “UNLESS YOU NOTIFY THIS OFFICE IN WRITING WITHIN 30 DAYS 32. Plaintiff re-alleges and incorporates Paragraphs 1 through 24. 33. 15 U.S.C. §1692g(a)(3) states after an initial communication the Defendants must provide Plaintiff with: (3) a statement that unless the consumer, within thirty days after receipt of the notice, disputes the validity of the debt, or any portion thereof, the debt will be assumed to be valid by the debt collector; 34. Defendants mailed, delivered, or caused to be mailed or delivered, the Demand Letter to Plaintiff on behalf of Defendant Pendrick in an attempt to collect a consumer debt, namely to collect an alleged medical debt that was in default with the original creditor when purchased by Defendant Pendrick. 9 35. By claiming to have given Plaintiff the information required by the FDCPA, Defendants have attempted to mislead Plaintiff and the Class into believing that the Demand Letter contained the proper notice required under the Fair Debt Collection Practices Act. 36. Defendants’ Demand Letter states the consumer must dispute the debt in writing despite the clear wording of 15 U.S.C. §1692g(a)(3), which contains no writing requirement in order for the consumer to dispute the debt. 37. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of statutory damages pursuant to 15 U.S.C. §1692k. 38. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of costs and attorney’s fees pursuant to 15 U.S.C. §1692k. 39. Plaintiff re-alleges and incorporates Paragraphs 1 through 24 and 33 through 36. 40. 15 U.S.C. §1692g(a)(4) states after an initial communication the Defendants must provide Plaintiff with: (4) [A] statement that if the consumer notifies the debt collector in writing within the thirty-day period that the debt, or any portion thereof, is disputed, the debt collector will obtain verification of the debt or a copy of a judgment against the consumer and a copy of such verification or judgment will be mailed to the consumer by the debt collector; and 41. Defendants mailed, delivered, or caused to be mailed or delivered, the Demand Letter to Plaintiff on behalf of Defendant Pendrick in an attempt to collect a consumer debt, namely to collect an alleged medical debt purchased by Defendant Pendrick while the debt was in default with the original creditor. 10 42. By claiming to have given Plaintiff the information required by the FDCPA, Defendants have attempted to mislead Plaintiff and the Class into believing that the Demand Letter contained the proper notice required under the Fair Debt Collection Practices Act. 43. Defendants’ Demand Letter omits to inform the consumer that he or she must dispute the debt in writing despite the clear wording of 15 U.S.C. §1692g(a)(4) which requires requests of verification of the debt to be in writing in order for the consumer to receive verification of the debt or a copy of a judgment, should a judgment exist. 44. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of statutory damages pursuant to 15 U.S.C. §1692k. 45. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of costs and attorney’s fees pursuant to 15 U.S.C. §1692k. 46. Plaintiff re-alleges and incorporates Paragraphs 1 through 24, 33 through 36, and 40 through 43. 47. 15 U.S.C. §1692g(a)(5) states after an initial communication the Defendants must provide Plaintiff with: (5) a statement that, upon the consumer’s written request within the thirty-day period, the debt collector will provide the consumer with the name and address of the original creditor, if different from the current creditor. 48. Defendants mailed, delivered, or caused to be mailed or delivered, the Demand Letter to Plaintiff on behalf of Defendant Pendrick in an attempt to collect a consumer debt, namely to collect an alleged medical debt purchased by Defendant Pendrick while the debt was in default with the original creditor. 11 49. By claiming to have given Plaintiff the information required by the FDCPA, Defendants have attempted to mislead Plaintiff and the Class into believing that the Demand Letter contained the proper notice required under the Fair Debt Collection Practices Act. 50. Defendants’ Demand Letter omits to inform the consumer that he or she must request the name of the original creditor in writing despite the clear wording of 15 U.S.C. §1692g(a)(5), which requires requests of the name of the creditor to be in writing in order for the consumer to receive the name of the original creditor, if different from the current creditor. 51. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of statutory damages pursuant to 15 U.S.C. §1692k. 52. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of costs and attorney’s fees pursuant to 15 U.S.C. §1692k. 53. Plaintiff re-alleges and incorporates Paragraphs 1 through 24, 33 through 36, 40 through 43, and 47 through 50. 54. 15 U.S.C. §1692e states: A debt collector may not use any false, deceptive, or misleading representation or means in connection with the collection of any debt. Without limiting the general application of the foregoing, the following conduct is a violation of this section: xxxx (10) The use of any false representation or deceptive means to collect or attempt to collect any debt or to obtain information concerning a consumer. 55. Defendants mailed, delivered, or caused to be mailed or delivered the Demand Letter to Plaintiff on behalf of Defendant Pendrick in connection with an attempt to collect a 12 consumer debt, namely to collect an alleged medical debt purchased by Defendant Pendrick while the debt was in default with the original creditor. 56. Defendants’ Demand Letter incorrectly states that Plaintiff and the Class must dispute the debt in writing despite the clear wording of 15 U.S.C. §1692g(a)(3), which contains no writing requirement in order for the consumer to dispute the debt. 57. Defendants’ Demand Letter would be confusing and misleading to the least sophisticated consumer with regard to his/her legal rights as it states that the Plaintiff and the Class have to dispute the debt in writing despite the clear wording of 15 U.S.C. §1692g(a)(3), which contains no writing requirement in order for the consumer to dispute the debt. 58. Defendants’ Demand Letter omits to inform the consumer that he or she must dispute the debt in writing despite the clear wording of 15 U.S.C. §1692g(a)(4), which requires requests of verification of the debt to be in writing in order for the consumer to receive verification of the debt or a copy of a judgment, should a judgment exist. 59. Defendants’ Demand Letter omits to inform the consumer that he or she must request the name of the original creditor in writing despite the clear wording of 15 U.S.C. §1692g(a)(5), which requires requests of the name of the creditor to be in writing in order for the consumer to receive the name of the original creditor, if different from the current creditor. 60. By claiming to have given Plaintiff the information required by the FDCPA, Defendants have attempted to mislead the Plaintiff and the Class into believing that the Demand Letter contained the proper notice required under the Fair Debt Collection Practices Act. 61. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of statutory damages pursuant to 15 U.S.C. §1692k. 62. As a result of Defendants’ conduct, Plaintiff and the Class are entitled to an award of costs and attorney’s fees pursuant to 15 U.S.C. §1692k. 13 AS TO DEFENDANTS VIOLATION OF 15 U.S.C. §1692g(a)(4) CLASS CLAIM AGAINST DEFENDANTS VIOLATION OF 15 U.S.C. §1692g(a)(3) CLASS CLAIM AGAINST DEFENDANTS VIOLATION OF 15 U.S.C. §1692e CLASS CLAIM AGAINST DEFENDANTS VIOLATION OF 15 U.S.C. §1692g(a)(5) CLASS CLAIM AGAINST DEFENDANTS

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19. Ms. Alvelo brings an FLSA claim for unpaid overtime on behalf of herself and all similarly situated persons who work or have worked for Defendant as Operations Account Representatives and who elect to opt in to this action (the “FLSA Collective”). 20. Ms. Alvelo and the FLSA Collective are current and former employees of the Defendant within the meaning of the FLSA and were employed by Defendant within three years of the date of the filing of this Complaint. See 29 U.S.C. § 255(a). 21. Defendant is liable under the FLSA for misclassifying Ms. Alvelo as an exempt employee and failing to properly compensate her for her overtime hours. There are also many similarly situated current and former employees of Defendant who have been misclassified as exempt, and underpaid in violation of the FLSA who would benefit from the issuance of a court- supervised notice of the present lawsuit and the opportunity to join the present lawsuit. Those similarly situated employees are known to Defendant, are readily identifiable, and can be located through Defendants’ records. Notice should be sent to the FLSA Collective pursuant to 29 U.S.C. § 216(b). 23. At all relevant times, Ms. Alvelo and members of the proposed Rule 23 Class were employees within the meaning of the NYSLL. 24. The persons in the Rule 23 class described above are so numerous that joinder of all members is impracticable. Although the precise number of such persons is not known to Ms. Alvelo, the facts on which the calculation of that number can be based are within Defendant’s sole control. 25. Defendant has acted on grounds generally applicable to the Rule 23 class, thereby making final injunctive or declaratory relief appropriate with respect to the class as a whole. 26. There are questions of law and fact common to the Rule 23 class that predominate over any questions solely affecting individual members of the class, including but not limited to: (a) whether Defendant has failed or refused to pay Ms. Alvelo and the Rule 23 class members overtime pay for hours worked in excess of 40 hours per work week in violation of the NYSLL; (b) whether Defendant kept true and accurate time records for all hours worked by Ms. Alvelo and the Rule 23 class; (c); the nature and extent of Rule 23 Class-wide injury and the appropriate measure of damages for the class; (d) whether Defendant’s policy and practice of failing to pay Ms. Alvelo and the Rule 23 Class members their overtime wages was willful or carried out with reckless disregard of the law; and (e) whether Defendant has a policy or practice of misclassifying Operations Account Representatives as exempt from the overtime provisions of the NYSLL. 28. Ms. Alvelo will fairly and adequately represent and protect the interests of the Rule 23 Class. 29. Ms. Alvelo has retained counsel that is competent and experienced in class actions and in labor and employment litigation, including wage and hour matters. 30. A class action is superior to other available methods for the fair and efficient adjudication of this litigation – particularly in the context of a wage and hour litigation like this, where individual Ms. Alvelo may lack the financial resources to vigorously prosecute a lawsuit in federal court against corporate defendants. The Rule 23 Class members have been damaged and are entitled to recovery as a result of Defendants’ unlawful and uniform policies, practices and procedures. Although the relative damages suffered by individual Rule 23 Class members are not de minimis, such damages are small compared to the expense and burden of individual prosecution of this litigation. In addition, class treatment is superior because it will obviate the need for unduly duplicative litigation that might result in inconsistent judgments about Defendants’ practices. 31. Consistent with Defendant’s policies and practices, Ms. Alvelo and the members of the proposed FLSA Collective and the Rule 23 Class frequently worked in excess of 40 hours per workweek without being paid overtime wages. 33. As part of their regular business practice, Defendant intentionally, willfully and repeatedly engaged in a pattern, practice or policy of violating the FLSA and the NYSLL as to Ms. Alvelo and the members of the proposed FLSA Collective and the Rule 23 Class. This policy or practice included but is not limited to: (a) willfully misclassifying the Operations Account Representatives, including Ms. Alvelo and the members of the proposed FLSA Collective and the Rule 23 Class, as exempt from the overtime requirements of the FLSA and the NYSLL; (b) willfully failing to pay its Operations Account Representatives, including Ms. Alvelo and the members of the proposed FLSA Collective and the Rule 23 Class, overtime wages for hours worked in excess of 40 hours each workweek; and (c) willfully failing to record all the time that its employees, including Ms. Alvelo and the members of the proposed FLSA Collective and the Rule 23 Class, worked for its benefit. 34. Defendant’s unlawful conduct as described in this Complaint was carried out pursuant to a corporate policy or practice of minimizing labor costs by misclassifying Operations Account Representatives as exempt from the overtime requirements of the FLSA and the NYSLL, and violating the FLSA and the NYSLL by failing to pay Operations Account Representatives overtime premiums for time they worked in excess of 40 hours per workweek. 36. All of Defendant’s Operations Account Representatives, perform the same fundamental and primary duties, all of which relate to servicing the insurance needs of customers. These positions are not exempt from the overtime provisions of the FLSA and NYSLL and their duties: (a) do not entail the exercise of discretion and independent judgment; (b) are not directly related to Defendant’s management policies or general operations; (c) do not consist of the management of Defendant’s enterprises – or a customarily recognized department or subdivision; (d) do not include the supervision of at least 2 other full-time employees; and, (e) do not include hiring or firing authority, or any other authority with regard to the status of other employees. 37. Defendant’s unlawful conduct has been repeated and was consistent as to all its Operation Account Representatives. 38. Ms. Alvelo was employed by Defendants from June 2010 until February 20, 2018. She held numerous positions with the Company. From November 2014 until February 20, 2018 she was employed as an Operations Account Representative. Ms. Alvelo worked from her home office in the Bronx. Ms. Alvelo earned approximately $74,000 a year. 39. Ms. Alvelo functioned primarily as a claims adjuster and primarily serviced health care providers who were Defendant’s customers. Ms. Alvelo would assist the health care providers in researching insurance claims that were denied and/or questions. Ms. Alvelo was a non-exempt employee under the FLSA and NYSLL. 41. Ms. Alvelo used her knowledge and experience in carrying out her duties for Defendant. She did not, however, exercise discretion or independent judgment in performing those duties. At all times, she followed company procedures and established protocols for servicing the insurance needs of clients. 42. Ms. Alvelo had no management role, she did not supervise any employees, and she had no hiring or firing authority. 43. Ms. Alvelo regularly worked more than 40 hours per workweek. Ms. Alvelo was not paid any over-time at time and half for all work in excess of forty hours per week. Defendant did not keep time records of her work hours. 44. Prior to May 2017, Ms. Alvelo did not work any set hours. She could work any time she wanted as long as the work got done which required her to work more than 40 hours in any given workweek. All her work and the time she worked was recorded on Defendant’s computer systems so Defendant was aware, or could have become aware, of the hours she was working beyond 40 in any given workweek. 46. As a result of working through her lunch hour and routinely working after 5:00 p.m., Ms. Alvelo often worked between 3 and 4 hours of overtime on a weekly basis, or from 10 to 15 hours of overtime monthly for which Defendant failed to pay her. 47. Ms. Alvelo realleges and incorporates by reference all allegations in the preceding paragraphs. 48. Ms. Alvelo consents in writing to be a party to this action, pursuant to 29 U.S.C. § 216(b). 49. Defendant failed to pay Ms. Alvelo and other similarly situated current and former employees the overtime wages to which they were entitled under the FLSA. 50. Defendant has engaged in a pattern and practice of violating the FLSA, as described in this Complaint. 51. Because Defendant’s violations of the FLSA, including improperly classifying Ms. Alvelo as an exempt employee, and failing to pay overtime compensation for hours worked in excess of 40 in a workweek, were willful, a three-year statute applies to each violation, pursuant to 29 U.S.C. § 255. 52. Defendant’s violations were willful and without good faith or a reasonable basis to believe that the failure to pay overtime wages was lawful. 54. As a result of Defendant’s unlawful acts, Ms. Alvelo and all other similarly situated current and former employees have been deprived of overtime compensation in amounts to be determined at trial, and are entitled to recovery of such amounts, liquidated damages, prejudgment interest, attorney’s fees, costs and other compensation pursuant to 29 U.S.C. § 216(b). 55. Ms. Alvelo realleges and incorporates by reference all allegations in the preceding paragraphs. 56. Defendant failed to pay Ms. Alvelo and the Rule 23 Class the overtime wages to which they are entitled under the NYSLL. 57. By Defendant’s failure to pay Ms. Alvelo and the Rule 23 Class Members overtime wages for hours worked in excess of 40 hours per week, it has willfully violated NYSLL, Article 19, §§ 650 et seq., and the supporting New York State Department of Labor Regulations, including but not limited to the regulations in 12 N.Y.C.R.R. Part 142. 58. Defendant’s conduct, as described herein, constitutes a willful violation of the NYSLL without a good faith or reasonable basis. 59. Due to Defendant’s violations of the NYSLL, Ms. Alvelo and the Rule 23 Class Members are entitled to recover their unpaid overtime wages, liquidated damages, reasonable attorney’s fees, costs, and pre- and post-judgment interest. 61. Defendant did not provide Ms. Alvelo or the Rule 23 Class with an accurate statement of wages with each payment of wages as required by NYSLL § 195(3). 62. Defendant is liable to Ms. Alvelo and the Rule 23 Class in the amount of $2,500 each, together with costs and attorney’s fees. Unpaid Overtime Wages Under the NYSLL On Behalf of Ms. Alvelo and Similarly Situated Current and Former Employees Unpaid Overtime Wages Under the FLSA On Behalf of Ms. Alvelo and Similarly Situated Current and Former Employees Violation of the Wage Statement Provisions of the NYSLL

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10. Defendant alleges Plaintiff owes a debt (“the Debt”). 11. The Debt was primarily for personal, family or household purposes and is therefore a “debt” as defined by 15 U.S.C. § 1692a(5). 12. Sometime after the incurrence of the Debt, Plaintiff fell behind on payments owed. 13. Thereafter, at an exact time known only to Defendant, the Debt was assigned or otherwise transferred to Defendant for collection. 14. In its efforts to collect the debt, Defendant contacted Plaintiff by letter (“the Letter”) dated January 24, 2018. (“Exhibit 1.”) 15. The Letter was the initial communication Plaintiff received from Defendant. 16. The Letter is a “communication” as defined by 15 U.S.C. § 1692a(2). 17. 15 U.S.C. § 1692g provides that within five days after the initial communication with a consumer in connection with the collection of any debt, a debt collector shall, unless the information is contained in the initial communication or the consumer has paid the debt, send the consumer a written notice containing certain enumerated information. 18. The written notice must contain the amount of the debt. 19. The written notice must contain the name of the creditor to whom the debt is owed. 20. The written notice must contain a statement that unless the consumer, within thirty days after receipt of the notice, disputes the validity of the debt, or any portion thereof, the 3 38. Plaintiff brings this action individually and as a class action on behalf of all persons similarly situated in the State of New York from whom Defendant attempted to collect a consumer debt using a collection letter substantially the same as the Letter herein, from one year before the date of this Complaint to the present. 39. This action seeks a finding that Defendant's conduct violates the FDCPA, and asks that the Court award damages as authorized by 15 U.S.C. § 1692k. 40. Defendant regularly engages in debt collection. 41. The Class consists of more than 35 persons from whom Defendant attempted to collect delinquent consumer debts using a collection letter substantially the same as the Letter herein. 42. Plaintiff's claims are typical of the claims of the Class. Common questions of law or fact raised by this class action complaint affect all members of the Class and predominate over any individual issues. Common relief is therefore sought on behalf of all members of the Class. This class action is superior to other available methods for the fair and efficient adjudication of this controversy. 43. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to the individual members of the Class, and a risk that any adjudications with respect to individual members of the Class would, as a practical matter, either be dispositive of the interests of other members of the Class 5

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10. Defendant alleges Plaintiff owes a debt (“the Debt”). 11. The Debt was primarily for personal, family or household purposes and is therefore a “debt” as defined by 15 U.S.C. § 1692a(5). 12. Sometime after the incurrence of the Debt, Plaintiff fell behind on payments owed. 13. Thereafter, at an exact time known only to Defendant, the Debt was assigned or otherwise transferred to Defendant for collection. 131. Plaintiff brings this action individually and as a class action on behalf of all persons similarly situated in the State of New York from whom Defendant attempted to collect a consumer debt using a collection letter materially identical to the Letter herein, from one year before the date of this Complaint to the present. 132. This action seeks a finding that Defendant’s conduct violates the FDCPA, and asks that the Court award damages as authorized by 15 U.S.C. § 1692k. 133. Defendant regularly engages in debt collection. 134. The Class consists of more than 35 persons from whom Defendant attempted to collect delinquent consumer debts using a collection letter materially identical to the Letter 11 14. In its efforts to collect the debt, Defendant contacted Plaintiff by letter (“the Letter”) dated January 29, 2018. (“Exhibit 1.”) 15. The Letter was the initial communication Plaintiff received from Defendant. 16. The Letter is a “communication” as defined by 15 U.S.C. § 1692a(2). 17. Plaintiff repeats and realleges the foregoing paragraphs as if fully restated herein. 18. The Debt was incurred on an American Express credit card. 19. The Letter sets forth an “Account Balance.” 20. Pursuant to the terms and conditions of the credit card, American Express charged Plaintiff interest on any balance carried on the account. 21. Pursuant to the terms and conditions of the credit card, American Express charged 3 44. Plaintiff repeats and realleges the foregoing paragraphs as if fully restated herein. 45. Alternatively, even if Plaintiff’s account was not subject to continued interest pursuant to the terms and conditions of the credit card – which it was – the account was subject to interest by operation of law. 5 54. Plaintiff repeats and realleges the foregoing paragraphs as if fully restated herein. 55. 15 U.S.C. § 1692g provides that within five days after the initial communication with a consumer in connection with the collection of any debt, a debt collector shall, unless the information is contained in the initial communication or the consumer has paid the debt, send the consumer a written notice containing certain enumerated information. 56. 15 U.S.C. § 1692g(a)(1) requires the written notice provide “the amount of the debt.” 57. The written notice, to comply with 15 U.S.C. § 1692g(a)(1), must convey the amount of the debt clearly from the perspective of the least sophisticated consumer. 58. The written notice, to comply with 15 U.S.C. § 1692g(a)(1), must convey the amount of the debt accurately from the perspective of the least sophisticated consumer. 59. The written notice, to comply with 15 U.S.C. § 1692g(a)(1), must convey the amount of the debt without ambiguity from the perspective of the least sophisticated consumer. 60. The written notice, to comply with 15 U.S.C. § 1692g(a)(1), must state whether interest, late fees and/or other fees are accruing. 61. The written notice, to comply with 15 U.S.C. § 1692g(a)(1), must allow the least 6 93. Plaintiff repeats and realleges the foregoing paragraphs as if fully restated herein. 94. As previously set forth, the Letter sets forth an “Account Balance.” 95. As previously set forth, Plaintiff was always charged interest on any balance carried on the account. 96. As previously set forth, Plaintiff was always charged late fees on any payments due but not timely made by Plaintiff. 97. As previously set forth, Plaintiff was never informed by anyone that the terms and conditions of the credit card were changed. 98. The Letter fails to disclose whether the amount stated may increase due to additional interest. 99. The Letter fails to disclose whether the amount stated may increase due to additional late fees. 100. The Letter fails to indicate whether the creditor will accept payment of the amount stated in full satisfaction of the debt if payment is made by a specified date. 101. A collection letter violates 15 U.S.C. § 1692e if it can reasonably be read by the least sophisticated consumer to have two or more meanings, one of which is inaccurate. 102. The Letter, because of the aforementioned failures, and because interest and late fees were always charged on the account and Plaintiff was never informed by anyone that interest and late fees would no longer be applied, can reasonably be read by the least sophisticated consumer to mean that interest was still accruing. 103. The Letter, because of the aforementioned failures, and because interest and late fees were always charged on the account and Plaintiff was never informed by anyone that interest and late fees would no longer be applied, can reasonably be read by the least sophisticated consumer to mean that late fees were still accruing. 104. The Letter could also reasonably be read by the least sophisticated consumer to mean that interest was no longer accruing. 105. The Letter could also reasonably be read by the least sophisticated consumer to mean that late fees were no longer accruing. 106. The Letter could reasonably be read by the least sophisticated consumer to mean 9 Violation of 15 U.S.C. § 1692g Violation of 15 U.S.C. § 1692e and § 1692f False or Misleading Representations 111. Plaintiff repeats and realleges the foregoing paragraphs as if fully restated herein. 112. 15 U.S.C. § 1692e prohibits a debt collector from using any false, deceptive, or misleading representations or means in connection with the collection of any debt. 113. § 1692e(2)(A) prohibits the false representation of the character, amount, or legal status of any debt. 114. § 1692e(2)(B) prohibits the false representation of any services rendered or compensation that may be lawfully received by any debt collector for the collection of a debt. 115. 15 U.S.C. § 1692e(5) specifically prohibits threatening “to take any action that cannot legally be taken or that is not intended to be taken.” 116. 15 U.S.C. § 1692e(10) specifically prohibits the “use of any false representation or deceptive means to collect or attempt to collect any debt.” 117. 15 U.S.C. § 1692f provides a debt collector may not use unfair or unconscionable means to collect or attempt to collect any debt. 118. §1692f(1) limits prohibits the collection of any amount, including any interest, fee, charge, or expense incidental to the debt, unless such amount is expressly authorized by the agreement creating the debt or permitted by law. 10 Violation of 15 U.S.C. § 1692e Violation of 15 U.S.C. § 1692e Violation of 15 U.S.C. § 1692e

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14. Defendant alleges Plaintiff owes a debt ("the alleged Debt"). 15. The alleged Debt is an alleged obligation of Plaintiff to pay money arising out of a transaction in which the money, property, insurance, or services which are the subject of the transaction are primarily for personal, family, or household purposes. 16. The alleged Debt does not arise from any business enterprise of Plaintiff. 17. The alleged Debt is a "debt" as defined by 15 U.S.C. § 1692a(5). 18. At an exact time knovm only to Defendant, the alleged Debt was assigned or otherwise transf ened to Defendant for collection. 19. At the time the alleged Debt was assigned or otherwise transfe1Tecl to Defendant for collection, the alleged Debt was in default. 21. The Letter conveyed information regarding the alleged Debt. 22. Th.e Letter is a "communication" as defined by 15 U.S.C. § l 692a(2). 23. The Letter was received and read by Plaintiff. 24. 15 U.S.C. § 1692e protects Plaintiff's concrete interests. Plaintiff has the interest and right to be free from deceptive and/or misleading communications from Defendant. As set forth herein, Defendant deprived Plaintiff of this right. 25. 15 U.S.C. § 1692e prohibits a debt collector from using any false, deceptive, or misleading representation or means in connection with the collection of any debt. 26. 15 U.S.C. § l 692e(10) prohibits the use of any false representation or deceptive means to collect or attempt to collect any debt. 27. A debt collection practice can be a "false, deceptive, or misleading" practice in violation of 15 U.S.C. § 1692e even if it docs not fall within any of the subsections of 15 U.S.C. § 1692e. 28. A collection letter violates 15 U.S.C. § 1692e if: in the eyes of the least sophisticated consumer it is open to more than one reasonable interpretation, at least one of which is inaccurate. 29. A collection letter also violates 15 U.S.C. § 1692e if it is reasonably susceptible to an inaccurate reading by the least sophisticated consumer. 30. For purposes of 15 U.S.C. § 1692e, the failure to clearly and accmately identify the owner of a debt is unfair and deceptive to the least sophisticated consumer. 31. The owner of a debt must be clearly conveyed from the perspective of the least sophisticated consumer. 32. The owner of a debt must be accurately conveyed from the perspective of the least sophisticated consumer. 33. The owner of a debt must be conveyed without ambiguity from the perspective of the least sophisticated consumer. 34. The identity of the owner of a debt is a material piece of information to a consumer. 35. Knowing the identity of the ow11er of a debt affects how a consumer responds to a debt collector's attempts to collect the debt. 37. Rather, the Letter provides only, "Original Creditor: JPMORGAN CHASE BANK 4 7. Plaintiff brings this action individually and as a class action on behalf of all persons similarly situated in the State of Pennsylvania. 48. Plaintiff seeks to certify a class of: All consumers to whom Defendant sent a collection letter failing to explicitly state the owner of the alleged Debt, substantially and materially similar to the Letter sent to Plaintiff: which letter was sent on or after a date one year prior to the filing of this action to the present. 50. The Class consists of more than thirty-five persons. 51. Plaintiffs claims are typical of the claims of the Class. Common questions of law or fact raised by this action affect all members of the Class and predominate over any individual issues. Common relief is therefore sought on behalf of all members of the Class. A class action is superior to other available methods for the fair and efficient adjudication of this controversy. 52. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to the individual members of the Class, and a risk that any adjudications with respect to individual members of the Class would, as a practical matter, either be dispositive of the interests of other members of the Class not party to the adjudication, or substantially impair or impede their ability to protect their interests. Defendant has acted in a manner applicable to the Class as a whole such that declaratory relief is warranted. 53. Plaintiff will fairly and adequately protect and represent the interests of the Class. The management of the class is not extraordinarily difficult, and the factual and legal issues raised by this action will not require extended contact with the members of the Class, because Defendant's conduct was perpetrated on all members of the Class and ,vill be established by common proof. Moreover, Plaintiff has retained counsel experienced in actions brought under consumer protection laws. I I I I I I I I I I I LAST NAME I I I I I NCI ID: - 1817 ACCOUNT BALANCE: $3,532.78

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(Violation of 47 U.S.C. § 227, et seq. – Telephone Consumer Protection Act) (on behalf of Plaintiff and the Class) 11. During late August of 2017, Plaintiff Fidencio Lainez provided his cellullar telephone number ending in -8376 (“-8376 number”) in connection with the purchase of an IDT calling product. 12. On August 30, 2017 at approximately 11:32 a.m. CST, Lainez received a text message at his -8376 number from IDT’s short message service (SMS) code “63729”. The message informed Lainez that he could make calls using toll-free telephone, “716-271-7171”, or through IDT’s mobile app. 13. One minute later, Lainez received the following text from IDT’s SMS code “55350” (55350 text) at his -8376 #: BOSS Revolution: Clic bossrevapp.us para descargar la aplicacion de Boss Rev en Android o iPhone. Nuevos clients del app reciben $1 para llamar 1-800-676-8312 14. Translated to English, the 55350 text reads as follows: BOSS Revolution: Click bossrevapp.us to download the Boss Rev application on Android or iPhone. New clients of the app receive $ 1 to call. 1-800-676-8312 16. The above-described text messages were not addressed to Plaintiff by name and were written in an impersonal manner. 17. Defendant sent the same (or substantially the same) generic telemarketing and/or advertising text messages at random through an automatic telephone dialing system to Plaintiff and Class. 18. Prior to sending these text messages, Defendant never informed Plaintiff and Class clearly, conspicuously, and in writing that they would receive recurring automated telemarketing and/or advertising text messages on their cellular phone. 19. As such, Defendant never received the requisite consent to send the text messages at issue. 20. The text message calls alleged herein were exclusively made by Defendant or on their behalf. 21. Through their conduct, Defendant caused Class Members actual harm by sending the unauthorized text message calls at issue. Plaintiff and members of the Class were not only subjected to the aggravation that necessarily accompanies the receipt of unauthorized text messages, but also costs paid to their cell phone service providers for the receipt of such unauthorized text messages. 23. Defendant was and is aware that the above-described text messages were being sent on a widespread basis, and that the text messages were being sent to consumers who had not provided prior express written consent to receive them. 24. Class Definition: Plaintiff Fidencio Lainez brings this action on behalf of himself and a class defined as follows: Class: All individuals in the United States whose wireless telephone number Defendant, or someone on Defendant’s behalf, called using an automatic telephone dialing system or an artificial or prerecorded voice in connection with Defendant’s marketing promotions. Excluded from the Class are: (1) any Judge or Magistrate presiding over this action and members of their families; (2) Defendant, Defendant’s subsidiaries, parents, successors, predecessors, and any entity in which the Defendant or their parents have a controlling interest and their current or former employees, officers and directors; (3) persons who properly execute and file a timely request for exclusion from the Class; (4) persons whose claims in this matter have been finally adjudicated on the merits or otherwise released; (5) Plaintiff’s counsel and Defendant’s counsel; and (6) the legal representatives, successors, and assigns of any such excluded persons. 26. Commonality and Predominance: There are many questions of law and fact common to the claims of Plaintiff and the putative Class, and those questions predominate over any questions that may affect individual members of the Class. Common questions for the Class include, but are not necessarily limited to the following: (a) Whether Defendant’s conduct violated the TCPA; (b) Whether Defendant sent text messages to Class Members using an automated telephone dialing system (“ATDS”), as contemplated by the 32. In an effort to solicit consumers, Defendant sent unauthorized and unwanted telemarketing and/or advertising text message calls to Plaintiff and the Class' cellular telephones without their prior express written consent. 33. Defendant sent the telemarketing and/or advertising text messages to Plaintiff and the Class' cellular telephone numbers using equipment that had the capacity to store or produce telephone numbers to be called using a random or sequential number generator, and/or receive and store lists of phone numbers, and to dial such numbers en masse. 34. Defendant utilized equipment that sent the telemarketing and/or advertising text messages to Plaintiff and other members of the putative Class simultaneously and without human intervention. 35. Defendant took steps to physically place such text message calls and/or was so involved in placing the calls as to be deemed to have initiated them. 36. By sending telemarketing and/or advertising text messages to Plaintiffs and members of the Class's cellular telephones without prior express written consent, as defined pursuant 47 U.S.C. § 64.1200(f)(8), and by utilizing an ATDS, Defendant violated 47 U.S.C. § 227(b)(I)(A)(iii). 37. As a result of Defendant’s unlawful conduct, Plaintiff and the members of the putative Class suffered actual damages and have also had their rights to privacy adversely impacted. Plaintiff and the Class are therefore entitled to, among other things, a minimum of $500 in statutory damages for each such violation under 47 U.S.C. § 227(b)(3)(B). 39. Additionally, as a result of Defendant unlawful conduct, Plaintiff and the other members of the Class are entitled to an injunction under 47 U.S.C. § 227(b)(3)(A) to ensure that Defendant’s violations of the TCPA do not continue into the future.

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(Violation of New York General Business Law Section 349) 11.” The dog bursts into the kitchen, shouting “Yummy, crunchy, BACON! BACON! BACON!” After looking at an empty frying pan on the stovetop, the dog cries: “There, in that bag” as he sees the woman of the household holding the bag of Beggin’ Strips. She wooingly entreats: “Who wants a Beggin’ Strip?” The dog screams: “Me! I’d get it myself but I don’t have thumbs. Yum! Yum! Yum! IT’S BEGGIN’! Mmm, I love you!” The woman hands the dog a strip that looks just like a bacon strip. The thankful dog jumps on her as she kneels, and he kisses her face. Another male voiceover states: “Beggin’ Strips, Made with real bacon. There’s no time like Beggin’ time!,” as a frying pan of oil sizzles in the background. Throughout the commercial, when the word “beggin’” is used, it sounds just like “bacon.” 12. Defendant’s Beggin’ dog treat products are sold in New York and nationwide at leading supermarkets, pet stores, superstores, convenience stores, and other retailers, including, among others, Walmart Stores, Petco, Target Stores, and PetSmart. Beggin’ dog treat products are also sold online directly by Amazon.com, Walmart.com; Target.com, Walgreens.com, and by many other online sellers. 13. Defendant aggressively markets its Beggin’ dog treat product line, and engages in a long-running, popular, national television commercial campaign featuring comical videos of dogs enthusiastically musing about their strong desire for bacon and Defendant’s Beggin’ dog treat products. For example, Defendant’s television commercials for its Beggin’ Strips dog treat product plainly, but falsely, suggest that the product is made of bacon and that the prime ingredient is bacon. Actually, however, the real main ingredients are non-meat fillers – ground wheat, corn gluten meal, wheat flour, water, ground yellow corn, sugar, glycerin, soybean meal, and hydrogenated corn syrup, plus at least five artificial preservatives. Bacon and bacon fat are present in tiny quantities – i.e., in the Beggin’ Strips Original Bacon Flavor product, they are the tenth and twelfth ingredients (by weight) of this highly-processed dog food. 16. Significantly, the product packaging for Beggin’Strips contains and reinforces the same false and misleading claim that the product consists largely of real bacon. 18. The back packaging of the Beggin’ Strips is equally misleading. The top half features the image of a crazed, outstretched, salivating dog chasing what looks like a giant crispy strip of bacon. Immediately below that image, in huge bold type, is the caption “BacoNology 101.” Below “BacoNology 101” on the left of the packaging is a box containing the following text: “There’s No Time Like Beggin’ Time. Beggin.com.” To the right of the box is the explanation of the meaning of the banner “BacoNology 101.” Bullet point 1 is “EXCITEMENT = BEGGIN’ X SPEED OF SMELL².” Bullet point 2 is “WHAT HAPPENS WHEN AN IRRESISTIBLE AROMA MEETS AN IMMOVABLE APPETITE? BEGGIN’ TIME!” Bullet point 3 states: “AN OBJECT IN MOTION STAYS IN MOTION. CHECK OUT MY TAIL!” To the right of the bullet points is the icon of the black frying pan containing two crispy strips of bacon. At the very right corner of the back packaging, below a set of instructions to consumers to “Feed as a treat to your adult dog,” is an oval containing text stating: “Baconologists standing by,” followed by the Purina logo and the purina.com website address, the Purina call center phone number, and its hours of operation. The bottom left corner of the back packaging contains a “Guaranteed Analysis” of the protein, fat, and fiber content of the product, plus a list of ingredients, with the ingredients listed in decreasing order of predominance by weight. United States Food and Drug Administration (“FDA”) regulations require food product ingredients to be listed in descending order of predominance, by weight, in nutrition labeling, 21 C.F.R. §101.4(a). 20. Thus, the all important front PDP for the Beggin’ Strips Original Bacon Flavor, as well as the back packaging, plainly convey the false and misleading impression that Beggin’ Strips are predominantly made out of real pork bacon. Consumers who are looking to purchase a real bacon treat for their dogs are deceived by Defendant’s misleading labeling into buying Beggin’ Strips dog treat products that consist largely of processed wheat, corn, and soy, as well as water (“moisture” constitutes fully 26 percent of the product, according to the “Guaranteed Analysis” on the back of the packaging) – hardly the premium real pork bacon ingredients that are touted on the PDP and rear packaging and for which the consumers purchase the products, and in any event, for which consumers pay a price premium. 21. The same type of false and misleading PDPs and back panel packaging are found on all the Beggin’ dog treat products, specifically including, but not limited to, the Bacon flavor and Bacon & Cheese flavor Beggin’ Strips that Plaintiff purchased for his dogs’ consumption. Moreover, once a consumer opens the Beggin’ package, she is presented with a product that is cut, shaped, colored, and textured to look like it is real bacon, and the product is flavored to smell just like real bacon. 23. Plaintiff and the class members have been and will continue to be deceived or misled by Defendant’s deceptive representations. Plaintiff purchased the dog treat products during the class period and in doing so, read and considered the products’ PDPs and other packaging and based his decision to purchase the products on the representations made on the products’ packaging, which is entirely consistent with Defendant’s nationally-run television ads for the products which Plaintiff also has viewed. Defendants’ representations and omissions were a material factor in influencing Plaintiff’s decisions to purchase and have his dogs consume the Beggin’ dog treat products. 24. Plaintiff and the class would not have purchased the Beggin’ dog treat products, or paid the premium price they paid, had they known Defendant’s representations on the product packaging and in its advertising are false and misleading. 25. As a result, Plaintiff and the class members have been injured in fact by their purchase of the products they were deceived into purchasing and for which they paid a premium price. 26. Defendant, by contrast, has reaped enormous profits from its false marketing and sale of the products. 27. Plaintiff brings this action on behalf of himself and all other similarly situated consumers. Plaintiff expressly disclaims any intent to seek any recovery in this action for personal injuries that he or any class member or their pets may have suffered. 29. Numerosity. This action is appropriately suited for a class action. The members of the class are so numerous that joinder of all members of the class is impracticable. Plaintiff is informed, believes, and thereon alleges, that the proposed class contains thousands of purchasers of Beggin’ dog treat products who have been damaged by Defendant’s conduct as alleged herein. The precise number of class members is unknown to Plaintiff. 31. Typicality. Plaintiff’s claims are typical of the claims of the members of the class, because, inter alia, all class members have been injured through the uniform misconduct described above, and were subject to Defendant’s deceptive representations, including the representations that accompany each and every label or packaging of the products (described in detail above) and were made on Defendant’s websites and other advertising media. Moreover, the named Plaintiff’s claims are typical of the class members’ claims. Plaintiff is advancing the same claims and legal theories on behalf of himself and all members of the class. 32. Adequacy of Representation. Plaintiff will fairly and adequately protect the interests of the members of the class. Plaintiff Kacocha purchased at least the following Beggin’ dog treat products: Beggin’ Strips Bacon Flavor and Beggin’ Strips Bacon & Cheese Flavor; and he relied upon the deceptive representations that were made in Defendant’s marketing and advertising campaign, and on the labels on each and every package. As a result, Plaintiff has suffered an injury in fact as a result of Defendant’s conduct, as did all class members who purchased the Beggin’ dog treat products. Plaintiff has retained counsel experienced in complex consumer class action litigation, and Plaintiff intends to prosecute this action vigorously. Plaintiff has no adverse or antagonistic interests to those of the class. 34. Plaintiff seeks monetary damages, including statutory damages on behalf of the entire class, and other equitable relief on grounds generally applicable to the entire class, to enjoin and prevent Defendants from engaging in the acts described. Unless a class is certified, Defendant will be allowed to profit from its deceptive practices, while Plaintiff and the members of the class will have suffered damages. Unless a class-wide injunction is issued, Defendant will continue to commit the violations alleged, and the members of the class and the general public will continue to be deceived. 35. Defendant has acted and refused to act on grounds generally applicable to the class, making final injunctive relief appropriate with respect to the class as a whole. 37. Representing that its Beggin’ dog treat products consist primarily of real bacon, Defendant has made false representations about the products, and so, the representations claimed are deceptive, and have the capacity, tendency and effect of deceiving reasonable consumers who purchase the products. Reasonable consumers would believe that their dogs are consuming a product primarily made of real bacon when they consume Defendant’s Beggin’ dog treat products. In reality, real bacon is just a miniscule ingredient in the products, which largely consist of processed wheat, corn, and soy grains, sugar, water, and artificial preservatives. 38. Defendant made, and makes, the false representation that its Beggin’ dog treat products consist largely of real bacon with the intent to induce consumers, and members of the class sought herein, to purchase the products by causing them to rely on the representation that the products consist mostly of real bacon. 39. Defendant has deceptively advertised, marketed, promoted, distributed, and sold its Beggin’ dog treat products. 40. Plaintiff and the Class have been aggrieved by and have suffered losses as a result of Defendant’s violations of Section 349 of the New York General Business Law. By virtue of the foregoing unfair, unconscionable, and deceptive acts in the conduct of trade or commerce, Plaintiff and the members of the Class have been substantially injured in the amount of the purchase prices for the Beggin’ dog treat products that they paid, or in the alternative, have been damaged by paying more for the Beggin’ dog treat products that they purchased than for other products containing the same or similar ingredients. 42. By reason of the foregoing, Defendant’s conduct, as alleged herein, constitutes deceptive acts and practices in violation of Section 349 of the New York General Business Law, and Defendant is liable to Plaintiff and the Class for the actual damages that they have suffered as a result of Defendant’s actions, the amount of such damages to be determined at trial, plus treble damages, and attorneys' fees and costs. 43. Plaintiff further demands injunctive relief enjoining Defendant from continuing to engage in, use, or employ any act, including advertisements, packaging, or other representations, prohibited by Section 349 of the New York General Business Law.

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(Collective Action Alleging FLSA Violations) A. FLSA COVERAGE (Class Action Alleging Violations of the Missouri Act) A. MISSOURI ACT COVERAGE 23. Harvey Pallets provides wooden shipping pallets to its clients across the United States and claims to have “more than two billion pallets in circulation at any given time in the United States.”2 24. Plaintiff and the Putative Class Members’ job duties consisted of removing wooden pallets from a conveyor belt, stacking them, and performing any necessary repairs on the pallets if they were damaged. 25. Plaintiff Sandoval-Osegura was employed by Harvey Pallets as a pallet repairer in St. Louis, Missouri from approximately October 2017 to July 2018. 26. Plaintiff and the Putative Class Members are non-exempt employees paid a piece- rate—that is, they were paid a set rate for each pallet on which they performed work. 27. Specifically, Plaintiff was paid a rate of approximately $0.40 per pallet. 28. However, Harvey Pallets impermissibly reduced the weekly pay of any employee who missed work for any reason by half. See 29 C.F.R. § 778.307. 29. Plaintiff and the Putative Class Members’ duties did not (and currently do not) include managerial responsibilities or the exercise of independent discretion or judgment. 30. Plaintiff and the Putative Class Members did not have the authority or discretion to vary or change their proscribed job duties. 31. Plaintiff and the Putative Class Members did not have the authority to bind or represent the company financially. 32. Plaintiff and the Putative Class Members did not (and currently do not) have the authority to hire or fire other employees. 2 http://harveypallets.com/wp/?page_id=60 Original Collective/Class Action Complaint Page 6 33. Plaintiff and the Putative Class Members were not (and currently are not) responsible for making decisions regarding salary, pay, or other administrative matters. 34. Plaintiff and the Putative Class Members’ duties did not (and currently do not) concern work directly related to the management or general business operation of Harvey Pallets and/or its customers. 35. Rather, Plaintiff and the Putative Class Members were blue-collar factory workers. 36. In addition to their duties as stackers, Plaintiff and the Putative Class were required to remain at Harvey Pallet’s facility up to an hour each day after their shifts had ended in order to clean Harvey Pallets’ warehouse. 37. Harvey Pallets did not compensate Plaintiff and the Putative Class for these cleaning activities. 38. Plaintiff Sandoval-Osegura worked an average of forty-five (45) hours per week, but did not receive: (1) the federal minimum wage in some or all workweeks, (2) compensation for all hours worked, or (3) overtime compensation at the required rate of time-and-one-half of his regular rate of pay for all hours worked over forty (40) each week. 39. Harvey Pallets has employed other individuals who perform(ed) the same or similar job duties under the same pay provisions as Plaintiff. 40. Harvey Pallets applied its illegal pay practices despite clear and controlling law that states that non-exempt employees paid by the piece—Plaintiff and the Putative Class Members—are entitled to receive overtime compensation at one and one half times their regular rates of pay for all hours worked over forty (40) in a single workweek. See 29 C.F.R. § 778.111. 41. Harvey Pallets is aware of its obligation to pay for all hours worked, minimum wage for all hours worked, and the proper amount of overtime for all hours worked in excess of forty (40) each week, but has failed to do so. Original Collective/Class Action Complaint Page 7 42. Because Harvey Pallets did not pay Plaintiff and the Putative Class Members for all hours worked, minimum wage for all hours worked, and time and a half for all hours worked in excess of forty (40) in a workweek, Harvey Pallets’ pay policies and practices violate the FLSA. 43. Because Harvey Pallets did not pay Plaintiff and the Putative Class Members for all hours they worked on behalf of Harvey Pallets, Harvey Pallets’ pay policies and practices also violate Missouri state law. V. 44. All previous paragraphs are incorporated as though fully set forth herein. 45. The FLSA Collective is defined as: 62. All previous paragraphs are incorporated as though fully set forth herein. Original Collective/Class Action Complaint Page 10 63. Pursuant to 29 U.S.C. § 216(b), this collective claim is made on behalf of all of Harvey Pallets’ employees who have been similarly situated to Plaintiff with regard to the work they performed and the manner in which they have not been paid. 64. Other similarly situated employees have been victimized by Harvey Pallets’ patterns, practices, and policies, which are in willful violation of the FLSA. 65. The FLSA Collective Members are defined in Paragraph 45. 66. Harvey Pallets’ failure to pay Plaintiff and the FLSA Collective Members for all hours worked, minimum wage for all hours worked, and overtime compensation at the rates required from the FLSA, results from generally applicable policies and practices of Harvey Pallets and does not depend on the personal circumstances of Plaintiff or the individual FLSA Collective Members. 67. Thus, Plaintiff’s experiences are typical of the experiences of the FLSA Collective Members. 68. The specific job titles or precise job requirements of the various FLSA Collective Members does not prevent collective treatment. 69. All of the FLSA Collective Members—regardless of their specific job titles, precise job requirements, rates of pay, or job locations—are entitled to be properly compensated, at a rate not below the federal minimum wage, for all hours worked and are entitled to overtime compensation for all hours worked in excess of forty (40) hours per workweek. 70. Although the issues of damages may be individual in character, there is no detraction from the common nucleus of liability facts. 71. Absent a collective action, many members of the proposed FLSA collective likely will not obtain redress of their injuries and Harvey Pallets will retain the proceeds of its rampant violations. Original Collective/Class Action Complaint Page 11 72. Moreover, individual litigation would be unduly burdensome to the judicial system. Concentrating the litigation in one forum will promote judicial economy and parity among the claims of the individual members of the classes and provide for judicial consistency. 73. Accordingly, the FLSA collective of similarly situated plaintiffs should be certified as defined as in Paragraph 45 and notice should be promptly sent. 74. All previous paragraphs are incorporated as though fully set forth herein. 75. The Missouri Act Class is defined as: 88. Plaintiff Sandoval-Osegura brings his Missouri Act claims as a class action pursuant to Rule 23 on behalf of all similarly situated individuals employed by Harvey Pallets to work in Missouri since January 24, 2017. 89. Class action treatment of Plaintiff Sandoval-Osegura’s Missouri Act claims is appropriate because, as alleged below, all of Rule 23’s class action requisites are satisfied. 90. The number of Missouri Class Members is so numerous that joinder of all class members is impracticable. 91. Plaintiff Sandoval-Osegura is a member of the Missouri Class, his claims are typical of the claims of the Missouri Class Members, and he has no interests that are antagonistic to or in conflict with the interests of the Missouri Class Members. 92. Plaintiff Sandoval-Osegura and his counsel will fairly and adequately represent the Missouri Class Members and their interests. 93. Class certification is appropriate under Federal Rule of Civil Procedure 23(b)(3) because common questions of law and fact predominate over questions affecting only individual class members and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 94. Accordingly, the Missouri Class should be certified as defined in Paragraph 75. VI.

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21. Defendant is a footwear and accessories retailer, and owns and operates www.burnetieshoes.com (its “Website”), offering features which should allow all consumers to access the goods and services and which Defendant ensures the delivery of such goods throughout the United States, including New York State. 22. Defendant’s Website offers products and services for online sale and general delivery to the public. The Website offers features which ought to allow users to browse for items, access navigation bar descriptions and prices, and avail consumers of the ability to peruse the numerous items offered for sale. 23. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS and NVDA screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using a screen-reader. 25. Specifically, Plaintiff was unable to purchase the Burnetie Men’s Suede Leather Carnaby Sneakers with his screen reading software, as he encountered multiple error messages such as “Sorry The Page You Requested Was Not Found” and/or “Error Code 404.” 26. Defendant’s website, www.burnetieshoes.com, also requires the use of a mouse to create an account. Yet Plaintiff cannot use a mouse because manipulating the mouse is a visual activity of moving the mouse pointer from one visual spot on the page to another. 27. Nor did it provide Plaintiff with the ability to skim content, as Plaintiff was forced to manually scroll, line by line, in an effort to browse content of interest located toward the bottom of a given page. 28. Finally, the Website did not provide a Chat feature to enable Plaintiff to request help navigating the Website. 29. These access barriers effectively denied Plaintiff the ability to use and enjoy Defendant’s website the same way sighted individuals do. 31. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, products, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from visiting the Website, presently and in the future. 32. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 33. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 35. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 36. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 37. Because Defendant’s Website has never been equally accessible, and because Defendant lacks a corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff invokes 42 U.S.C. § 12188(a)(2) and seeks a permanent injunction requiring Defendant to retain a qualified consultant acceptable to Plaintiff (“Agreed Upon Consultant”) to assist Defendant to comply with WCAG 2.1 guidelines for Defendant’s Website. Plaintiff seeks that this permanent injunction requires Defendant to cooperate with the Agreed Upon Consultant to: a. Train Defendant’s employees and agents who develop the Website on accessibility compliance under the WCAG 2.1 guidelines; b. Regularly check the accessibility of the Website under the WCAG 38. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 39. Defendant has, upon information and belief, invested substantial sums in developing and maintaining their Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making their Website equally accessible to visually impaired customers. 40. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 41. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services, during the relevant statutory period. 43. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 44. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYSHRL or NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYSHRL or NYCHRL. 45. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA, NYSYRHL or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 47. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 48. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 49. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 50. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 52. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 53. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 54. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 56. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 57. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 58. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 59. Defendant’s Website and its’ sale of goods to the general public, constitute sales establishments and public accommodations within the definition of N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant. 60. Defendant is subject to New York Human Rights Law because it owns and operates its Website. Defendant is a person within the meaning of N.Y. Exec. Law § 292(1). 62. Under N.Y. Exec. Law § 296(2)(c)(i), unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations being offered or would result in an undue burden". 63. Under N.Y. Exec. Law § 296(2)(c)(ii), unlawful discriminatory practice also includes, “a refusal to take such steps as may be necessary to ensure that no individual with a disability is excluded or denied services because of the absence of auxiliary aids and services, unless such person can demonstrate that taking such steps would fundamentally alter the nature of the facility, privilege, advantage or accommodation being offered or would result in an undue burden.” 64. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 66. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 67. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability in the full and equal enjoyment of the products, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website under § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the Sub-Class Members will continue to suffer irreparable harm. 68. Defendant’s actions were and are in violation of New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 69. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 70. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 72. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 73. Plaintiff served notice thereof upon the attorney general as required by N.Y. Civil Rights Law § 41. 74. N.Y. Civil Rights Law § 40 provides that “all persons within the jurisdiction of this state shall be entitled to the full and equal accommodations, advantages, facilities and privileges of any places of public accommodations, resort or amusement, subject only to the conditions and limitations established by law and applicable alike to all persons. No persons, being the owner, lessee, proprietor, manager, superintendent, agent, or employee of any such place shall directly or indirectly refuse, withhold from, or deny to any person any of the accommodations, advantages, facilities and privileges thereof . . .” 75. N.Y. Civil Rights Law § 40-c(2) provides that “no person because of . . . disability, as such term is defined in section two hundred ninety-two of executive law, be subjected to any discrimination in his or her civil rights, or to any harassment, as defined in section 240.25 of the penal law, in the exercise thereof, by any other person or by any firm, corporation or institution, or by the state or any agency or subdivision.” 77. Defendant is subject to New York Civil Rights Law because it owns and operates their Website, and Defendant is a person within the meaning of N.Y. Civil Law § 40-c(2). 78. Defendant is violating N.Y. Civil Rights Law § 40-c(2) in refusing to update or remove access barriers to its Website, causing its Website and the goods and services integrated with such Website to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 79. N.Y. Civil Rights Law § 41 states that “any corporation which shall violate any of the provisions of sections forty, forty-a, forty-b or forty-two . . . shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby . . .” 80. Under NY Civil Rights Law § 40-d, “any person who shall violate any of the provisions of the foregoing section, or subdivision three of section 240.30 or section 240.31 of the penal law, or who shall aid or incite the violation of any of said provisions shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby in any court of competent jurisdiction in the county in which the defendant shall reside ...” 81. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 83. Plaintiff is entitled to compensatory damages of five hundred dollars per instance, as well as civil penalties and fines under N.Y. Civil Law § 40 et seq. for each and every offense. 84. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 85. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 86. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 87. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 89. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 90. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 91. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 93. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 94. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 95. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 96. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 97. Plaintiff, on behalf of himself and the Class and New York State and City Sub- Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 99. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE NYSHRL VIOLATION OF THE NEW YORK STATE CIVIL RIGHTS LAW

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(Violation of USERRA, 38 U.S.C. § 4311) (Violation of USERRA, 38 U.S.C. § 4316) (Violation of USERRA, 38 U.S.C. § 4312) (Violation of USERRA, 38 U.S.C. § 4313) 66. Plaintiff repeats and incorporates the allegations contained in the foregoing paragraphs as if fully set forth herein. 67. USERRA, 38 U.S.C. § 4311, prohibits an employer from discriminating against any person who is a member of, applies to be a member of, performs, has performed, applies to perform, or has an obligation to perform service in a uniformed service with respect to, among other things, employment, reemployment, retention in employment, promotion, or any benefit of employment by an employer on the basis of that membership, application for membership, performance of service, application for service, or obligation. 68. Based on the admissions of Defendants’ employees, Defendants have a policy of disciplining and/or terminating employees who use what Defendants or its human resources employees deem to be excessive leave and/or leave without pay to perform military service. 72. Plaintiff repeats and incorporates the allegations contained in the foregoing paragraphs as if fully set forth herein. 79. Plaintiff repeats and incorporates the allegations contained in the foregoing paragraphs as if fully set forth herein. Plaintiff’s Background

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17. Plaintiff Elodie Passelaigue is a professional, internationally-renowned fashion model. She currently is represented by the world-famous New York modeling agency, Wilhelmina Models. In the past, she has been represented by other prominent modeling agencies including Visage Management (Zurich), Group Model Management (Barcelona), Louisa Models (Munich), Next Model Management (Montreal), Elite Models (Toronto and New York), and Ford Models (New York). 18. Ms. Passelaigue has been photographed by many of the world’s leading fashion photographers. Her client list is a virtual “who’s who” of high-end fashion and beauty icons, including Cartier, Christian Dior, Yves St. Laurent, Giorgio Armani, Hermes, Harry Winston, Vera Wang, and Prada. 19. In the early 2000s, Ms. Passelaigue was cast to work for beauty giant Clinique. Her work for Clinique quickly gained widespread international popularity. Since that time, Ms. Passelaigue has been featured in several Clinique television commercials, and remains one of the most recognized faces of Clinique. II. I. ELODIE PASSELAIGUE’S MODELING CAREER

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16. On several occasions in the past, Plaintiff visited Defendant’s retail establishments located in San Diego, California, including the stores located at 8440 Rio San Diego Drive, San Diego, California 92108 and 11860 Carmel Mountain Road #210, San Diego, California 92128. 17. On one such occasion, Plaintiff was required to input her personal information, including her cell phone number into Defendant’s point of sale registry. 18. Plaintiff did not provide express written consent to receive Defendant’s SMS text message marketing and advertisement messages. 42. Plaintiff incorporates by reference all of the above paragraphs of this Complaint as though fully stated herein. 43. The foregoing acts and omissions of Defendant constitute numerous and multiple knowing and/or willful violations of the TCPA, including but not limited to each and every one of the above-cited provisions of 47 U.S.C. § 227. 47. Plaintiff incorporates by reference all of the above paragraphs of this Complaint as though fully stated herein. 48. The foregoing acts and omissions of Defendant constitute numerous and multiple negligent violations of the TCPA, including, but not limited to, each and every one of the above-cited provisions of 47 U.S.C. § 227. 52. Plaintiff incorporates by reference all of the above paragraphs of this Complaint as though fully stated herein. 53. The amendments to 47 C.F.R. § 64.1200(a)(2), which became effective on October 16, 2013, require that Defendant obtain prior express written consent before sending texts using an automatic telephone dialing system to the cellular telephones belonging to Plaintiff and the Class because Defendant does not send its texts for emergency purposes, it is not a tax-exempt nonprofit organization, and it does not deliver health care messages to customers as a covered entity or a business associate under Knowing and/or Willful Violations of the Telephone Consumer Protection Act 47 U.S.C. § 227 Negligent Violations of the Telephone Consumer Protection Act 47 U.S.C. § 227 Plaintiff’s Allegations Violations of Restrictions on Telemarketing and Telephone Solicitation 47 C.F.R. § 64.1200

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24. Defendant is a Park and Entertainment Resort that owns and operates www.hersheypa.com (its “Website”), offering features which should allow all consumers to access its goods and services throughout the United States, including Pennsylvania. 25. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient NVDA screen-reader user and uses it to access the Internet. 28. These barriers, and others, deny Plaintiff full and equal access to all of the services the Website offers, and now deter him from attempting to use the Website and/or visit HERSHEY PARK. Still, Plaintiff would like to, and intends to, attempt to access HERSHEY PARK’s Website in the future to research the services the Website offers, or to test the Website for compliance with the ADA. 30. If the Website were accessible, i.e. if HERSHEY PARK removed the access barriers described above, Plaintiff could independently research the Website’s offerings, including booking a stay at the HERSHEY PARK Resort. 31. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 32. Though HERSHEY PARK may have centralized policies regarding the maintenance and operation of its Website, upon and information and belief, HERSHEY PARK has never had a plan or policy that is reasonably calculated to make its Website fully accessible to, and independently usable by, individuals with vision related disabilities. As a result, the complained of access barriers are permanent in nature and likely to persist. 33. The law requires that HERSHEY PARK reasonably accommodate Plaintiff’s disabilities by removing these existing access barriers. Removal of the barriers identified above is readily achievable and may be carried out without much difficulty or expense. 34. Plaintiff’s above request for injunctive relief is consistent with the work performed by the United States Department of Justice, Department of Transportation, and U.S. Architectural and Transportation Barriers Compliance Board (the “Access Board”), all of whom have relied upon or mandated that the public-facing pages of website complies with an international compliance standard known as Web Content Accessibility Guidelines version 35. Plaintiff and the Class have been, and in the absence of an injunction will continue to be, injured by HERSHEY PARK’s failure to provide its online content and services in a manner that is compatible with screen reader technology. 36. HERSHEY PARK has long known that screen reader technology is necessary for individuals with visual disabilities to access its online content and services, and that it is legally responsible for providing the same in a manner that is compatible with these auxiliary aids. 37. Indeed, the Disability Rights Section of the DOJ reaffirmed in a 2015 Statement of Interest before the United States District Court for the District of Massachusetts that it has been a “longstanding position” of the Department of Justice “that the ADA applies to website of public accommodations.” See National Association of the Deaf v. Massachusetts Institute of Technology, No. 3:15-cv-300024-MGM, DOJ Statement of Interest in Opp. To Motion to Dismiss or Stay, Doc. 34, p. 4 (D. Mass. Jun. 25, 2015) (“MIT Statement of Interest”); see also National Association of the Deaf. v. Harvard University, No. 3:15-cv-30023- MGM, DOJ Statement of Interest of the United States of America, Doc. 33, p.4 (D. Mass. Jun. 25, 2015) (“Harvard Statement of Interest”). 38. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 40. While DOJ has rulemaking authority and can bring enforcement actions in court, Congress has not authorized it to provide an adjudicative administrative process to provide Plaintiff with relief. 41. Plaintiff alleges violations of existing and longstanding statutory and regulatory requirements to provide auxiliary aids or services necessary to ensure effective communication, and courts routinely decide these types of matters. 42. Resolution of Plaintiff’s claims does not require the Court to unravel intricate, technical facts, but rather involves consideration of facts within the conventional competence of the courts, e.g. (a) whether HERSHEY PARK offers content and services on its Website, and (b) whether Plaintiff can access the content and services. 43. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 44. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services, during the relevant statutory period. 46. Plaintiff’s claims are typical of the Class. The Class, like Plaintiff, are visually impaired or otherwise blind, and claim that Defendant has violated the ADA by failing to remove access barriers on its Website so as to be independently accessible to the Class. 47. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no interests antagonistic to the Class Members. 48. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to the Class as a whole. 49. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 50. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits throughout the United States. 51. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 53. Defendant’s Website is a public accommodations within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). The Website is a service that is offered to the general public, and as such, must be equally accessible to all potential consumers. 54. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 55. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 56. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 58. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 59. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 60. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the products, services and facilities of its Website, which Defendant owns, operations and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. § 12182, et seq. prohibiting discrimination against the blind. 61. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq.

win

21. Defendant is a theater that operates its theater as well as the Website to the public. The theater is located at 66 4th Street, New York, New York. Defendant’s theater constitutes a place of public accommodation. Defendant’s theater provides to the public important goods and services. Defendant’s Website provides consumers with access to an array of goods and services which allow consumers to find information about the theater location and hours, shows, to inquire about pricing and other products available online and in the theater for purchase and view privacy policies and other goods and services offered by the Defendant. 22. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff, along with other blind or visually-impaired users, access to Defendant’s Website, and to therefore specifically deny the goods and services that are offered and integrated with Defendant’s theater. Due to Defendant’s failure and refusal to remove access barriers to its Website, Plaintiff and visually-impaired persons have been and are still being denied equal access to Defendant’s theater and the numerous goods, services, and benefits offered to the public through the Website. 23. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS screen- reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using the JAWS screen-reader. 26. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, goods, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from accessing the Website. 27. These access barriers on Defendant’s Website have deterred Plaintiff from visiting Defendant’s physical location, and enjoying it equal to sighted individuals because: Plaintiff was unable to find the location and hours of operation of Defendant’s physical theater on its Website and other important information, preventing Plaintiff from visiting the location to purchase tickets to a show and attend a show. 28. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 29. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 31. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 32. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . their title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 34. If the Website was accessible, Plaintiff and similarly situated blind and visually- impaired people could independently locate Defendant’s theater’s locations and hours of operation, shop for and otherwise research related products and services via the Website. 35. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 36. Defendant has, upon information and belief, invested substantial sums in developing and maintaining its Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making its Website equally accessible to visually impaired customers. 38. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical location, during the relevant statutory period. 39. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a New York State subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the State of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical location, during the relevant statutory period. 40. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical location, during the relevant statutory period. 41. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the 46. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 47. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 48. Defendant’s theater is a place of public accommodation within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). Defendant’s Website is a service, privilege, or advantage of Defendant’s theater. The Website is a service that is integrated with these locations. 49. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 50. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 52. The acts alleged herein constitute violations of Title III of the ADA, and the regulations promulgated thereunder. Plaintiff, who is a member of a protected class of persons under the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, Plaintiff has been denied full and equal access to the Website, has not been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 54. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 55. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 56. Defendant’s physical location is located in the State of New York and constitute a sales establishment and place of public accommodation within the definition of N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant. Defendant’s Website is a service that is by and integrated with this physical location. 57. Defendant is subject to New York Human Rights Law because it owns and operates its physical location and Website. Defendant is a person within the meaning of N.Y. Exec. Law § 292(1). 58. Defendant is violating N.Y. Exec. Law § 296(2)(a) in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with Defendant’s physical location to be completely inaccessible to the blind. Their inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 60. Under N.Y. Exec. Law § 296(2)(c)(ii), unlawful discriminatory practice also includes, “a refusal to take such steps as may be necessary to ensure that no individual with a disability is excluded or denied services because of the absence of auxiliary aids and services, unless such person can demonstrate that taking such steps would fundamentally alter the nature of the facility, privilege, advantage or accommodation being offered or would result in an undue burden.” 61. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 63. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 64. Defendant discriminates and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website and its physical locations under § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the Sub-Class Members will continue to suffer irreparable harm. 65. Defendant’s actions were and are in violation of New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 66. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 67. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 68. Under N.Y. Exec. Law § 297 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 69. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 71. Defendant’s location is a sales establishment and place of public accommodation within the definition of N.Y.C. Admin. Code § 8-102(9), and its Website is a service that is integrated with its establishment. 72. Defendant is subject to NYCHRL because it owns and operates its physical location in the City of New York and its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 73. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated with its physical location to be completely inaccessible to the blind. The inaccessibility denies blind patrons full and equal access to the facilities, goods, and services that Defendant makes available to the non-disabled public. 74. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 76. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 77. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website and its establishments under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 78. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 79. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 80. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 82. Plaintiff, on behalf of himself and the Class and New York State and City Sub- Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 83. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the goods, services and facilities of its Website and by extension its physical location, which Defendant owns, operate and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, et seq., N.Y. Exec. Law § 296, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 84. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF Defendant’s Barriers on Its Website VIOLATIONS OF THE NYSHRL VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq.

win

(Declaratory Relief) 112. Plaintiff repeats, realleges and incorporates by reference the allegations contained in paragraphs 1 through 111 of this Complaint as though set forth at length herein. 113. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that Therafitshoe.com contains access barriers denying blind customers the full and equal access to the goods, services and facilities of Therafitshoe.com, which Therafit owns, operates and/or controls, fails to comply with applicable laws including, but not limited to, Title III of the American with Disabilities Act, 42 U.S.C. §§ 12182, et seq., N.Y. Exec. Law § 296, et seq., and N.Y.C. Administrative Code § 8-107, et seq. prohibiting discrimination against the blind. 114. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. (Violation of 42 U.S.C. §§ 12181 et seq. – Title III of the Americans with Disabilities Act) (Violation of New York State Civil Rights Law, NY CLS Civ R, Article 4 (CLS Civ R § 40 et seq.)) 21 (Violation of New York City Human Rights Law, N.Y.C. Administrative Code § 8-102, et seq.) 100. Plaintiff repeats, realleges and incorporates by reference the allegations contained in paragraphs 1 through 99 of this Complaint as though set forth at length herein. 101. N.Y.C. Administrative Code § 8-107(4)(a) provides that “it shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 102. Therafitshoe.com is a sales establishment and public accommodation within the definition of N.Y.C. Administrative Code § 8-102(9). 103. Defendant is subject to City Law because it owns and operates Therafitshoe.com. Defendant is a person within the meaning of N.Y.C. Administrative Code § 8-102(1). 104. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Therafitshoe.com, causing Therafitshoe.com to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods, and services that Defendant makes available to the non-disabled public. Specifically, Defendant is required to “make reasonable accommodation to the needs of 24 persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Administrative Code § 8- 107(15)(a). 105. Defendant’s actions constitute willful intentional discrimination against the class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: (a) constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or (b) constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or (c) failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 106. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 107. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Therafitshoe.com under N.Y.C. Administrative Code § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 25 108. The actions of Defendant were and are in violation of City law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 109. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense. 110. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 111. Pursuant to N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff prays for judgment as set forth below. (Violation of New York State Human Rights Law, N.Y. Exec. Law Article 15 (Executive Law § 292 et seq.)) 25. Defendant, Comfort Technology Systems, LLC, controls and operates Therafitshoe.com. in New York State and throughout the United States and the world. 26. Therafitshoe.com is a commercial website that offers products and services for online sale. The online store allows the user to browse footwear and insoles, make purchases, and perform a variety of other functions. 27. Among the features offered by Therafitshoe.com are the following: (a) Consumers may use the website to connect with Therafit on social media, using such sites as Facebook, Twitter, Instagram, and Pinterest; (b) an online store, allowing customers to purchase the various lines of footwear and related products; and (c) learning about foot health, the technology, promotions, and about the company. 28. This case arises out of Therafit’s policy and practice of denying the blind access to the goods and services offered by Therafitshoe.com. Due to Therafit’s failure and refusal to remove access barriers to Therafitshoe.com, blind individuals have been and are being denied equal access to Therafit, as well as to the numerous goods, services and benefits offered to the public through Therafitshoe.com. 29. Therafit denies the blind access to goods, services and information made available through Therafitshoe.com by preventing them from freely navigating Therafitshoe.com. 30. Therafitshoe.com contains access barriers that prevent free and full use by Plaintiff and blind persons using keyboards and screen-reading software. These barriers are pervasive and include, but are not limited to: lack of alt-text on graphics, inaccessible drop-down 9 menus, the lack of navigation links, the lack of adequate prompting and labeling, the denial of keyboard access, empty links that contain no text, redundant links where adjacent links go to the same URL address, and the requirement that transactions be performed solely with a mouse. 31. Alternative text (“Alt-text”) is invisible code embedded beneath a graphical image on a website. Web accessibility requires that alt-text be coded with each picture so that a screen-reader can speak the alternative text while sighted users see the picture. Alt-text does not change the visual presentation except that it appears as a text pop-up when the mouse moves over the picture. There are many important pictures on Therafitshoe.com that lack a text equivalent. The lack of alt-text on these graphics prevents screen readers from accurately vocalizing a description of the graphics (screen-readers detect and vocalize alt-text to provide a description of the image to a blind computer user). As a result, Plaintiff and blind Therafitshoe.com customers are unable to determine what is on the website, browse the website or investigate and/or make purchases. 32. Therafitshoe.com also lacks prompting information and accommodations necessary to allow blind shoppers who use screen-readers to locate and accurately fill-out online forms. On a shopping site such as Therafitshoe.com, these forms include search fields to locate footwear, fields that specify the size and color, and fields used to fill-out personal information, including address and credit card information. Due to lack of adequate labeling, Plaintiff and blind customers cannot make purchases or inquiries as to Defendant’s merchandise, nor can they enter their personal identification and financial information with confidence and security. In fact, when Plaintiff attempted to select a size and color, her screen-reader could not recognize the button. Consequently, she was unable to “add to cart” or proceed to checkout and unable to complete a transaction. 10 33. Similarly, Therafitshoe.com lacks accessible drop-down menus. Drop-down menus allow customers to locate and choose products as well as specify the color and size of certain items. On Therafitshoe.com, blind customers are not aware if the desired products, such as footwear, have been added to the shopping cart because the screen-reader does not indicate the type of product. Moreover, blind customers are unable to select the size or color of the product they desire. Therefore, blind customers are essentially prevented from purchasing any items on Therafitshoe.com. 34. Furthermore, Therafitshoe.com lacks accessible image maps. An image map is a function that combines multiple words and links into one single image. Visual details on this single image highlight different “hot spots” which, when clicked on, allow the user to jump to many different destinations within the website. For an image map to be accessible, it must contain alt-text for the various “hot spots.” The image maps on Therafitshoe.com’s menu page do not contain adequate alt-text and are therefore inaccessible to Plaintiff and the other blind individuals attempting to make a purchase. When Plaintiff tried to access the menu link in order to make a purchase, she was unable to access it completely. 35. Therafitshoe.com also lacks accessible forms. Color and size boxes allow customers to specify the color and size of certain items. On Therafitshoe.com, blind customers are unable to select specific color and size because the screen-reader does not indicate the function of the box. As a result, blind customers are denied access to the color and size box. Furthermore, Plaintiff is unable to locate the shopping cart because the shopping cart form does not specify the purpose of the shopping cart. As a result, blind customers are denied access to the shopping cart. Consequently, blind customers are unsuccessful in adding products into their shopping carts and are essentially prevented from purchasing items on Therafitshoe.com. 11 36. Moreover, the lack of navigation links on Defendant’s website makes attempting to navigate through Therafitshoe.com even more time consuming and confusing for Plaintiff and blind consumers. 37. Therafitshoe.com requires the use of a mouse to complete a transaction. Yet, it is a fundamental tenet of web accessibility that for a web page to be accessible to Plaintiff and blind people, it must be possible for the user to interact with the page using only the keyboard. Indeed, Plaintiff and blind users cannot use a mouse because manipulating the mouse is a visual activity of moving the mouse pointer from one visual spot on the page to another. Thus, Therafitshoe.com’s inaccessible design, which requires the use of a mouse to complete a transaction, denies Plaintiff and blind customers the ability to independently navigate and/or make purchases on Therafitshoe.com. 38. Due to Therafitshoe.com’s inaccessibility, Plaintiff and blind customers must in turn spend time, energy, and/or money to make their purchases at traditional brick-and-mortar retailers. Some blind customers may require a driver to get to the stores or require assistance in navigating the stores. By contrast, if Therafitshoe.com was accessible, a blind person could independently investigate products and make purchases via the Internet as sighted individuals can and do. According to WCAG 2.1 Guideline 2.4.1, a mechanism is necessary to bypass blocks of content that are repeated on multiple webpages because requiring users to extensively tab before reaching the main content is an unacceptable barrier to accessing the website. Plaintiff must tab through every navigation bar option and footer on Defendant’s website in an attempt to reach the desired service. Thus, Therafitshoe.com’s inaccessible design, which requires the use of a mouse to complete a transaction, denies Plaintiff and blind customers the ability to independently make purchases on Therafitshoe.com. 12 39. Therafitshoe.com thus contains access barriers which deny the full and equal access to Plaintiff, who would otherwise use Therafitshoe.com and who would otherwise be able to fully and equally enjoy the benefits and services of Therafitshoe.com in New York State and throughout the United States. 40. Plaintiff, Marion Kiler, has made numerous attempts to complete a purchase on Therafitshoe.com, most recently in August 2018, but was unable to do so independently because of the many access barriers on Defendant’s website. These access barriers have caused Therafitshoe.com to be inaccessible to, and not independently usable by, blind and visually- impaired persons. Amongst other access barriers experienced, Plaintiff was unable to purchase a pair of Chloe Leather Clog. 41. As described above, Plaintiff has actual knowledge of the fact that Defendant’s website, Therafitshoe.com, contains access barriers causing the website to be inaccessible, and not independently usable by, blind and visually-impaired persons. 42. These barriers to access have denied Plaintiff full and equal access to, and enjoyment of, the goods, benefits and services of Therafitshoe.com. 43. Defendant engaged in acts of intentional discrimination, including but not limited to the following policies or practices: (a) constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or (b) constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or (c) failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 13 44. Defendant utilizes standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others. 45. Because of Defendant’s denial of full and equal access to, and enjoyment of, the goods, benefits and services of Therafitshoe.com, Plaintiff and the class have suffered an injury-in-fact which is concrete and particularized and actual and is a direct result of defendant’s conduct. 46. Plaintiff, on behalf of herself and all others similarly situated, seeks certification of the following nationwide class pursuant to Rule 23(a) and 23(b)(2) of the Federal Rules of Civil Procedure: “all legally blind individuals in the United States who have attempted to access Therafitshoe.com and as a result have been denied access to the enjoyment of goods and services offered by Therafitshoe.com, during the relevant statutory period.” 47. Plaintiff seeks certification of the following New York subclass pursuant to Fed.R.Civ.P. 23(a), 23(b)(2), and, alternatively, 23(b)(3): “all legally blind individuals in New York State who have attempted to access Therafitshoe.com and as a result have been denied access to the enjoyment of goods and services offered by Therafitshoe.com, during the relevant statutory period.” 48. There are hundreds of thousands of visually-impaired persons in New York State. There are approximately 8.1 million people in the United States who are visually- impaired. Id. Thus, the persons in the class are so numerous that joinder of all such persons is impractical and the disposition of their claims in a class action is a benefit to the parties and to the Court. 49. This case arises out of Defendant’s policy and practice of maintaining an 14 inaccessible website denying blind persons access to the goods and services of Therafitshoe.com. Due to Defendant’s policy and practice of failing to remove access barriers, blind persons have been and are being denied full and equal access to independently browse, select and shop on Therafitshoe.com. 50. There are common questions of law and fact common to the class, including without limitation, the following: (a) Whether Therafitshoe.com is a “public accommodation” under the ADA; (b) Whether Therafitshoe.com is a “place or provider of public accommodation” under the laws of New York; (c) Whether Defendant, through its website, Therafitshoe.com, denies the full and equal enjoyment of its goods, services, facilities, privileges, advantages, or accommodations to people with visual disabilities in violation of the ADA; and (d) Whether Defendant, through its website, Therafitshoe.com, denies the full and equal enjoyment of its goods, services, facilities, privileges, advantages, or accommodations to people with visual disabilities in violation of the law of New York. 51. The claims of the named Plaintiff are typical of those of the class. The class, similar to the Plaintiff, is severely visually-impaired or otherwise blind, and claims Therafit has violated the ADA, and/or the laws of New York by failing to update or remove access barriers on their website, Therafitshoe.com, so it can be independently accessible to the class of people who are legally blind. 52. Plaintiff will fairly and adequately represent and protect the interests of the members of the Class because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no interests antagonistic to the members of the class. Class certification of the claims is appropriate pursuant to Fed. R. 15 Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 53. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because questions of law and fact common to Class members clearly predominate over questions affecting only individual class members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 54. Judicial economy will be served by maintenance of this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 55. References to Plaintiff shall be deemed to include the named Plaintiff and each member of the class, unless otherwise indicated. 56. Plaintiff repeats, realleges and incorporates by reference the allegations contained in paragraphs 1 through 55 of this Complaint as though set forth at length herein. 57. Title III of the American with Disabilities Act of 1990, 42 U.S.C. § 12182(a) provides that “No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation.” Title III also prohibits an entity from “[u]tilizing standards or criteria or methods of administration that have the effect of discriminating on the basis of disability.” 42 U.S.C. § 12181(b)(2)(D)(I). 16 58. Therafitshoe.com is a sales establishment and public accommodation within the definition of 42 U.S.C. §§ 12181(7). 59. Defendant is subject to Title III of the ADA because it owns and operates Therafitshoe.com. 60. Under Title III of the ADA, 42 U.S.C. § 12182(b)(1)(A)(I), it is unlawful discrimination to deny individuals with disabilities or a class of individuals with disabilities the opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations of an entity. 61. Under Title III of the ADA, 42 U.S.C. § 12182(b)(1)(A)(II), it is unlawful discrimination to deny individuals with disabilities or a class of individuals with disabilities an opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 62. Specifically, under Title III of the ADA, 42 U.S.C. § 12182(b)(2)(A)(II), unlawful discrimination includes, among other things, “a failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations.” 63. In addition, under Title III of the ADA, 42 U.S.C. § 12182(b)(2)(A)(III), unlawful discrimination also includes, among other things, “a failure to take such steps as may be necessary to ensure that no individual with disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter 17 the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden.” 64. There are readily available, well-established guidelines on the Internet for making websites accessible to the blind and visually-impaired. These guidelines have been followed by other business entities in making their websites accessible, including but not limited to ensuring adequate prompting and accessible alt-text. Incorporating the basic components to make their website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 65. The acts alleged herein constitute violations of Title III of the ADA, 42 U.S.C. § 12101 et seq., and the regulations promulgated thereunder. Patrons of Therafit who are blind have been denied full and equal access to Therafitshoe.com, have not been provided services that are provided to other patrons who are not disabled, and/or have been provided services that are inferior to the services provided to non-disabled patrons. 66. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 67. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Therafitshoe.com in violation of Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12181 et seq. and/or its implementing regulations. 68. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the proposed class and subclass will continue to suffer irreparable harm. 18 69. The actions of Defendant were and are in violation of the ADA, and therefore Plaintiff invokes his statutory right to injunctive relief to remedy the discrimination. 70. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 71. Pursuant to 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff prays for judgment as set forth below. 72. Plaintiff repeats, realleges and incorporates by reference the allegations contained in paragraphs 1 through 71 of this Complaint as though set forth at length herein. 73. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent, or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.”. 74. Therafitshoe.com is a sales establishment and public accommodation within the definition of N.Y. Exec. Law § 292(9). 75. Defendant is subject to the New York Human Rights Law because it owns and operates Therafitshoe.com. Defendant is a person within the meaning of N.Y. Exec. Law. § 292(1). 76. Defendant is violating N.Y. Exec. Law § 296(2)(a) in refusing to update or remove access barriers to Therafitshoe.com, causing Therafitshoe.com to be completely inaccessible to the blind. This inaccessibility denies blind patrons the full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 19 77. Specifically, under N.Y. Exec. Law § unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations.” 78. In addition, under N.Y. Exec. Law § 296(2)(c)(II), unlawful discriminatory practice also includes, “a refusal to take such steps as may be necessary to ensure that no individual with a disability is excluded or denied services because of the absence of auxiliary aids and services, unless such person can demonstrate that taking such steps would fundamentally alter the nature of the facility, privilege, advantage or accommodation being offered or would result in an undue burden.” 79. There are readily available, well-established guidelines on the Internet for making websites accessible to the blind and visually-impaired. These guidelines have been followed by other business entities in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed by using a keyboard. Incorporating the basic components to make their website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 80. Defendant’s actions constitute willful intentional discrimination against the class on the basis of a disability in violation of the New York State Human Rights Law, N.Y. Exec. Law § 296(2) in that Defendant has: (a) constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or 20 (b) constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or (c) failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 81. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 82. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Therafitshoe.com under N.Y. Exec. Law § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 83. The actions of Defendant were and are in violation of the New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 84. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines pursuant to N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 85. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 86. Pursuant to N.Y. Exec. Law § 297 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff prays for judgment as set forth below. 87. Plaintiff repeats, realleges and incorporates by reference the allegations contained in paragraphs 1 through 86 of this Complaint as though set forth at length herein. 88. Plaintiff served notice thereof upon the attorney general as required by N.Y. Civil Rights Law § 41. 89. N.Y. Civil Rights Law § 40 provides that “all persons within the jurisdiction of this state shall be entitled to the full and equal accommodations, advantages, facilities, and privileges of any places of public accommodations, resort or amusement, subject only to the conditions and limitations established by law and applicable alike to all persons. No persons, being the owner, lessee, proprietor, manager, superintendent, agent, or employee of any such place shall directly or indirectly refuse, withhold from, or deny to any person any of the accommodations, advantages, facilities and privileges thereof . . .” 90. N.Y. Civil Rights Law § 40-c(2) provides that “no person because of . . . disability, as such term is defined in section two hundred ninety-two of executive law, be subjected to any discrimination in his or her civil rights, or to any harassment, as defined in section 240.25 of the penal law, in the exercise thereof, by any other person or by any firm, corporation or institution, or by the state or any agency or subdivision.” 91. Therafitshoe.com is a sales establishment and public accommodation within the definition of N.Y. Civil Rights Law § 40-c(2). 92. Defendant is subject to New York Civil Rights Law because it owns and operates Therafitshoe.com. Defendant is a person within the meaning of N.Y. Civil Law § 40- c(2). 93. Defendant is violating N.Y. Civil Rights Law § 40-c(2) in refusing to update or remove access barriers to Therafitshoe.com, causing Therafitshoe.com to be completely 22 inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 94. There are readily available, well-established guidelines on the Internet for making websites accessible to the blind and visually-impaired. These guidelines have been followed by other business entities in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed by using a keyboard. Incorporating the basic components to make their website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 95. In addition, N.Y. Civil Rights Law § 41 states that “any corporation which shall violate any of the provisions of sections forty, forty-a, forty-b or forty two . . . shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby . . .” 96. Specifically, under N.Y. Civil Rights Law § 40-d, “any person who shall violate any of the provisions of the foregoing section, or subdivision three of section 240.30 or section 240.31 of the penal law, or who shall aid or incite the violation of any of said provisions shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby in any court of competent jurisdiction in the county in which the defendant shall reside . . .” 97. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 98. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class on the basis of disability are 23 being directly indirectly refused, withheld from, or denied the accommodations, advantages, facilities and privileges thereof in § 40 et seq. and/or its implementing regulations. 99. Plaintiff is entitled to compensatory damages of five hundred dollars per instance, as well as civil penalties and fines pursuant to N.Y. Civil Rights Law § 40 et seq. for each and every offense.

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18. Plaintiff brings claims for relief as a collective action pursuant to FLSA Section 16(b), 29 U.S.C. § 216(b), on behalf of all non-exempt employees (including cooks, line cooks, food preparers, cashiers, counter persons, dishwashers, porters, cleaning persons and delivery persons) employed by Defendants on or after the date that is six years before the filing of the Complaint in this case as defined herein (“FLSA Collective Plaintiffs”). 19. At all relevant times, Plaintiff and FLSA Collective Plaintiffs are and have been similarly situated, have had substantially similar job requirements and pay provisions, and are and have been subjected to Defendants’ decisions, policies, plans, programs, practices, procedures, protocols, routines, and rules, all culminating in a willful failure and refusal to pay them (i) proper overtime compensation at a rate of one and one-half times the regular rate and (ii) wages for all hours worked due to a policy of time shaving. The claims of Plaintiff stated herein are essentially the same as those of FLSA Collective Plaintiffs. 21. Plaintiff brings claims for relief pursuant to the Federal Rules of Civil Procedure (“F.R.C.P.”) Rule 23, on behalf of all non-exempt employees (including cooks, line cooks, food preparers, cashiers, counter persons, dishwashers, porters, cleaning persons and delivery persons) employed by Defendants on or after the date that is six years before the filing of the Complaint in this case as defined herein (the “Class Period”). 22. All said persons, including Plaintiff, are referred to herein as the “Class.” The Class members are readily ascertainable. The number and identity of the Class members are determinable from the records of Defendants. The hours assigned and worked, the position held, and rates of pay for each Class member are also determinable from Defendants’ records. For purposes of notice and other purposes related to this action, their names and addresses are readily available from Defendants. Notice can be provided by means permissible under F.R.C.P. 23. 23. The proposed Class is so numerous that a joinder of all members is impracticable, and the disposition of their claims as a class will benefit the parties and the Court. Although the precise number of such persons is unknown, the facts on which the calculation of that number are presently within the sole control of Defendants, there is no doubt that there are more than forty (40) members of the Class. 25. Plaintiff is able to fairly and adequately protect the interests of the Class and has no interests antagonistic to the Class. Plaintiff is represented by attorneys who are experienced and competent in both class action litigation and employment litigation and have previously represented plaintiffs in wage and hour cases. 27. Defendants and other employers throughout the state violate the New York Labor Law. Current employees are often afraid to assert their rights out of fear of direct or indirect retaliation. Former employees are fearful of bringing claims because doing so can harm their employment, future employment, and future efforts to secure employment. Class actions provide class members who are not named in the Complaint a degree of anonymity, which allows for the vindication of their rights while eliminating or reducing these risks. 29. From in or about January 2017 until on or about March 9, 2017, Plaintiff PEDRO URAGA was employed by Defendants to work as a porter for Defendants’ “Essen Midtown West Location” located at 519 8th Avenue, New York, NY 10018. 31. Throughout his employment with Defendants, Plaintiff PEDRO URAGA was paid at a straight-time hourly rate of $11.00 per hour for all work hours for which he was paid, including hours in excess of forty (40) hours per week. Based on Plaintiff PEDRO URAGA’s direct observations and conversations with other employees at Essen Restaurants, all FLSA Collective Plaintiffs and Class members were similarly paid at a straight-time hourly rate for all hours, including hours in excess of forty (40) hours per week. 33. During the course of Plaintiff PEDRO URAGA’s employment with Defendants, Defendants caused disparate treatment towards Plaintiff based on his national origin. The general manager of Essen Midtown West Location, Kevin [Last Name Unknown, hereinafter, “LNU”] routinely verbally abused Plaintiff, disparaging his Mexican nationality and referring to him as a “fucking Mexican.” During the last month of Plaintiff’s employment with Defendants, Kevin LNU grew increasingly abusive and hostile towards Plaintiff. Kevin LNU constantly yelled and cursed at Plaintiff in Kevin LNU’s primary language, Korean. After months of enduring anguish and distress under Defendants’ hostile work environment, Plaintiff was forced to leave his job on or about March 9, 2017. 34. At all relevant times, Plaintiff, FLSA Collective Plaintiffs and Class members regularly worked over forty (40) hours per week, but Defendants failed to pay them the proper overtime compensation in violation of the FLSA and NYLL. 35. At all relevant times, Plaintiff, FLSA Collective Plaintiffs and Class members similarly suffered from Defendants’ failure to pay wages for all hours worked due to a time shaving policy with respect to meal breaks. 36. At no time during the relevant time periods did Defendants provide Plaintiff or Class members with proper wage and hour notices or wage statements as required by NYLL. 38. Defendants knowingly and willfully operated their business with a policy of not paying wages for all hours worked due to a policy of time shaving. 39. Defendants knowingly and willfully operated their business with a policy of not providing proper wage statements to Plaintiff and Class members, in violation of the NYLL. 40. Defendants knowingly and willfully operated their business with a policy of not providing proper wage and hour notices to Plaintiff and Class members in violation of the 42. Plaintiff realleges and reavers Paragraphs 1 through 41 of this class and collective action Complaint as if fully set forth herein. 43. At all relevant times, Defendants were and continue to be employers engaged in interstate commerce and/or the production of goods for commerce within the meaning of the FLSA, 29 U.S.C. §§ 206(a) and 207(a). Further, Plaintiff and FLSA Collective Plaintiffs are covered individuals within the meaning of the FLSA, 29 U.S.C. §§ 206(a) and 207(a). 44. At all relevant times, Defendants employed Plaintiff and FLSA Collective Plaintiffs within the meaning of the FLSA. 46. At all relevant times, Defendants engaged in a policy and practice of failing to pay overtime compensation at the statutory rate of one and one-half times the regular rate to Plaintiff and FLSA Collective Plaintiffs for hours worked in excess of forty (40) hours per workweek. 47. At all relevant times, Defendants engaged in a policy and practice of failing to pay Plaintiff and FLSA Collective Plaintiffs for all hours worked due to time shaving. 48. Defendants knew of and/or showed a willful disregard for the provisions of the FLSA as evidenced by their failure to compensate Plaintiff and FLSA Collective Plaintiffs the full and proper regular and overtime wages when Defendants knew or should have known such was due. 49. Defendants failed to properly disclose or apprise Plaintiff and FLSA Collective Plaintiffs of their rights under the FLSA. 50. As a direct and proximate result of Defendants’ willful disregard of the FLSA, Plaintiff and FLSA Collective Plaintiffs are entitled to liquidated damages pursuant to the FLSA. 51. Due to the intentional, willful and unlawful acts of Defendants, Plaintiff and FLSA Collective Plaintiffs suffered damages in an amount not presently ascertainable of unpaid wages and overtime compensation, plus an equal amount as liquidated damages. 53. Plaintiff and FLSA Collective Plaintiffs are entitled to an award of their reasonable attorneys’ fees and costs pursuant to 29 U.S.C. § 216(b). 54. Plaintiff realleges and reavers Paragraphs 1 through 54 of this class and collective action Complaint as if fully set forth herein. 55. At all relevant times, Plaintiff and Class members were employed by Defendants within the meaning of the New York Labor Law §§ 2 and 651. 56. Defendants willfully violated Plaintiff’s and Class members’ rights by failing to pay them for all hours worked due to a policy of time shaving. 57. Defendants willfully violated Plaintiff’s and Class members’ rights by failing to pay them overtime compensation at the rate of not less than one and one-half times the regular rate of pay for each hour worked in excess of forty (40) hours in a workweek. 58. Defendants knowingly and willfully failed to provide proper wage and hour notices to Plaintiff and Class members, as required by New York Labor Law § 195(1). 59. Defendants knowingly and willfully failed to provide proper wage statements to Plaintiff and Class members with every wage payment, as required by New York Labor Law § 195(3). 61. Plaintiff realleges and reavers Paragraphs 1 through 60 of this Complaint as if fully set forth herein. 62. Plaintiff is an employee and a qualified person within the meaning of the NYSHRL and Defendants are covered employers under the NYSHRL. 63. Defendants violated Plaintiff’s statutory protected rights under the NYSHRL, New York Executive Law § 296, by engaging in discriminatory employment practices and subjecting Plaintiff to a hostile work environment based on his national origin. 64. Defendants’ conduct was intentional, malicious, willful or in reckless disregard of Plaintiff’s protected rights under the NYSHRL. 65. As a result of Defendants’ unlawful employment practice, Plaintiff sustained injury, including economic damages, the past and future emotional distress, and the costs of bringing this action. 66. Due to Defendants’ violation under the NYSHRL, based on discrimination on the basis of national origin, Plaintiff is entitled to recover from Defendants: (1) an injunction ordering Defendants to cease its discriminatory practices as described herein; (2) economic damages; and (3) compensatory damages. 68. Plaintiff is an employee and a qualified person within the meaning of the NYCHRL and Defendants are covered employers under the NYCHRL. 69. Defendants violated Plaintiff’s statutory protected rights under the NYCHRL, Administrative Code of the City of New York § 8-107, by engaging in discriminatory employment practices and subjecting Plaintiff to a hostile work environment based on his national origin. 70. Defendants’ conduct was intentional, malicious, willful or in reckless disregard of Plaintiff’s protected rights under the NYCHRL. 71. As a result of Defendants’ unlawful employment practice, Plaintiff sustained injury, including economic damages, the past and future emotional distress, and the costs of bringing this action. 72. Due to Defendants’ violation under the NYCHRL based on sexual harassment and discrimination on the basis of national origin, Plaintiff is entitled to recover from Defendants: (1) economic damages; (2) compensatory damages; (3) punitive damages; and (4) attorneys’ fees and costs. VIOLATION OF THE NEW YORK CITY HUMAN RIGHTS LAW VIOLATION OF THE NEW YORK LABOR LAW VIOLATION OF THE FAIR LABOR STANDARDS ACT VIOLATION OF THE NEW YORK STATE HUMAN RIGHTS LAW

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23. On April 27, 2018, on behalf of Defendants, another debt collector, Frontline Asset Strategies, sent Plaintiff a letter in an attempt to collect the Debt from Plaintiff. (A true and exact copy of Frontline’s letter to Plaintiff ,dated April 27, 2018, is attached hereto as Exhibit C). 24. The aforesaid letter was the initial communication with Plaintiff. 26. Plaintiff received Defendants April 27, 2018 letter on May 11, 2018, and on June 5, 2018 sent a letter to Frontline disputing the Debt and requesting validation. (A true and exact copy of said correspondence sent by Plaintiff to Frontline, with a certified mail receipt and UPS.com tracking printout, is attached hereto as Group Exhibit D). 27. On June 7, 2018, Frontline received the aforesaid correspondence sent by Plaintiff, see, Group Exhibit D. 28. Frontline forwarded Plaintiff’s dispute to Defendants. 29. Without providing validation, on June 18, 2018, Defendants sent Plaintiff a letter in an attempt to collect the Debt. (A true and exact copy of Resurgent’s correspondence to Plaintiff, dated June 18, 2018 is attached hereto as Exhibit E). 30. In the letter sent by Defendants to Plaintiff, dated June 18, 2018, Resurgent stated, inter alia, “Resurgent Capital Services L.P. manages the above referenced account for LVNV Funding LLC and has initiated a review of the inquiry we recently received.” 36. This action seeks a finding that Defendant’s form letter violates the FDCPA, and asks that the Court award damages as authorized by § 1692k(a)(2) of the FDCPA. 37. The class is so numerous that joinder of members is impracticable. 38. The exact number of class members is unknown to Plaintiff at this time but can be easily ascertained through appropriate discovery. 39. The class is ascertainable in that the names and addresses of all class members can be identified in business records maintained by Defendants. 40. There exists a well-defined community of interest in the questions of law and fact involved that affect the parties to be represented. These common questions of law and fact predominate over questions that may affect individual class members. Such issues include, but are not limited to: a. The existence of Defendants’ identical conduct particular to the matters at issue; b. Defendants’ violations of the federal Fair Debt Collection Practices Act; c. The availability of statutory penalties; and, d. The availability of attorneys’ fees and costs. 41. The claims of Plaintiff are typical of those of the class she seeks to represent. 42. The claims of Plaintiff and of the class originate from the same conduct, practice, and procedure, on the part of Defendants. Thus, if brought and prosecuted individually, the claims of each class members would require proof of the same material and substantive facts. 44. Plaintiff asserts identical claims and seeks identical relief on behalf of the unnamed class members. 45. Plaintiff will fairly and adequately protect the interests of the class and has no interest adverse to or which directly and irrevocably conflicts with the interests of other members of the class. 46. Plaintiff is willing and prepared to serve this Court and proposed class. 47. The interests of Plaintiff are co-extensive with and not antagonistic to those of the absent class members. 48. Plaintiff has retained the services of counsel who are experienced in consumer protection claims, as well as class action litigation, will adequately prosecute this action, and will assert, protect and otherwise represent Plaintiff and all absent class members. 49. Class certification is appropriate under Fed. R. Civ. P. 23(b)(1)(A) and 23(b)(1)B). The prosecution of separate actions by individual members of the class would, as a practical matter, be dispositive of the interests of other members of the class who are not parties to the action or could substantially impair or impede their ability to protect their interests. 51. Class certification is appropriate under Fed. R. Civ. P. 23(b)(3) in that the questions of law and fact that are common to members of the class predominate over any questions affecting only individual members. 52. Moreover, a class action is superior to other methods for the fair and efficient adjudication of the controversies raised in Plaintiff’s Complaint in that: a. Individual claims by the class members will be impracticable as the costs of pursuit would far exceed what any one plaintiff or class member has at stake; b. As a result, very little litigation has been commenced over the controversies alleged in Plaintiff’s Complaint and individual members are unlikely to have interest in prosecuting and controlling separate individual actions; and, c. The concentration of litigation of these claims in one forum will achieve efficiency and promote judicial economy. WHEREFORE, Plaintiff, Yvonne Mack, individually and on behalf of all others similarly situated, prays for judgment as follows: a. Certify the class in this matter, appoint Plaintiff as class representative and her attorneys as class counsel; b. Finding that Defendants violated the Fair Debt Collection Practices Act; c. Enter judgment in favor of Plaintiff Mack and the Class, and against Defendants, for statutory damages, costs, and reasonable attorneys’ fees as provided by § 1692k(a) of the FDCPA; and, d. Awarding Plaintiff, and all others similarly situated, any other relief deemed appropriate by this Honorable Court.

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(Declaratory Judgment) (On Behalf of Plaintiffs and the Class) Plaintiff re-alleges and incorporates by reference herein all of the allegations contained in paragraphs 1 through 55. (Negligence) (On Behalf of Plaintiff and the Class) Plaintiff re-alleges and incorporates by reference herein all of the allegations contained in paragraphs 1 through 43. 13. The SFERS is the city workers pension fund, which includes over 74,000 members. The SFERS uses a vendor, 10up Inc. to manage and maintain member 23. Plaintiff brings this nationwide class action pursuant to Rule 23(b)(2), 23(b)(3), and 23(c)(4) of the Federal Rules of Civil Procedure, individually and on behalf of all members of the following class: All individuals whose PII was compromised in the data breach announced by the SFERS in or about February to June 2020 (the “SFERS Class”). 44. Defendants owed a duty to Plaintiff and Class members to exercise reasonable care in obtaining, using, and protecting their PII from unauthorized third parties. 45. The legal duties owed by Defendants to Plaintiff and Class members include, but are not limited to the following: i. To exercise reasonable care in obtaining, retaining, securing, safeguarding, deleting, and protecting the PII of Plaintiff and Class members in its possession; ii. To protect PII of Plaintiff and Class members in its possession using reasonable and adequate security procedures that are compliant with industry-standard practices; and iii. To implement processes to quickly detect a data breach and to timely act on warnings about data breaches, including promptly notifying Plaintiff and Class members of the data breach. 57. Plaintiff re-alleges and incorporates by reference herein all of the allegations contained in paragraphs 1 through 56. 64. Plaintiff re-alleges and incorporates by reference herein all of the allegations contained in paragraphs 1 through 63. Plaintiff re-alleges and incorporates by reference herein all of the allegations contained in paragraphs 1 through 22. Violation of California’s Unfair Competition Law Cal. Bus. & Prof. Code §17200 – Unfair Business Practices (On Behalf of Plaintiff and the California Class) Violation of California’s Unfair Competition Law Cal. Bus. & Prof. Code §17200 – Unlawful Business Practices (On Behalf of Plaintiff and the Class)

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27. Plaintiff brings the Second, Third, Fourth, and Fifth Claims for Relief on behalf of himself and all persons who worked as unpaid YFT Cleaners at CPY in California at any point(s) in time between May 19, 2012 and the date CPY ceased the YFT program at the relevant studio(s) (the “California Yoga for Trade Class”). 28. Excluded from the California Yoga for Trade Class are Defendant, Defendant’s legal representatives, officers, directors, assigns, and successors, or any individual who has, or who at any time during the class period has had, a controlling interest in Defendant; the Judge(s) to whom this case is assigned and any member of the Judges’ immediate family; and all persons who will submit timely and otherwise proper requests for exclusion from the California Yoga for Trade Class. 29. The members of the California Yoga for Trade Class are so numerous that joinder of all members is impracticable. 30. Upon information and belief, the size of the California Yoga for Trade Class is more than 100 individuals. 53. Plaintiff and the members of the California Yoga for Trade and Studio Experience Classes and Yoga for Trade Collective defined above (collectively, “Cleaner Class Members”) have been victims of a common policy and plan perpetrated by Defendant that has violated their rights under the FLSA and/or the California Labor Code by denying them minimum wage. 54. At all times relevant, Defendant’s unlawful conduct, policies, and patterns or practices described in this Class Action Complaint have been willful. 55. As part of its ongoing business practice, Defendant has intentionally, willfully, and repeatedly harmed Plaintiff and the Cleaner Class Members by engaging in a pattern, practice, and/or policy of violating the FLSA and/or the California Labor Code as described in this Class Action Complaint. 56. Defendant has failed to pay minimum wages for all hours worked to Plaintiff and the Cleaner Class Members. 57. Defendant failed to keep accurate or adequate records of hours worked by Plaintiff and the Cleaner Class Members as required by the FLSA and the California Labor Code. 61. Consistent with its policies and patterns or practices as described herein, Defendant harmed Plaintiff individually as follows: 62. Plaintiff worked as a YFT Cleaner for a CPY studio in Berkeley, California from approximately October 2011 until the end of 2013. Plaintiff worked shifts of approximately three hours once a week, cleaning studio facilities, repairing studio equipment, and doing other assigned projects. 63. CPY required Plaintiff to work his assigned shifts or to find a replacement for any shifts he had to miss. 64. CPY offered Plaintiff a studio membership in exchange for his work as a YFT Cleaner but did not pay him any wages. 65. In approximately late 2013 or early 2014, CPY informed Walsh and the other YFT Cleaners at his studio that it was changing the YFT program. 66. CPY personnel explained it would begin to pay Cleaners an hourly wage for their work, but that CPY would require them to purchase the CPY membership they previously received for free, albeit at a discounted rate, as part of a new SET program. 67. Plaintiff understood that the purchase of the CPY membership and his participation in the SET were a “package deal.” 68. Plaintiff is not aware of any SET employees who did not purchase the CPY membership. 75. Plaintiff re-alleges and incorporates by reference all allegations in the preceding paragraphs. 76. Defendant has engaged in a widespread pattern, policy, and practice of violating the FLSA, as detailed in this Class Action Complaint. 77. The minimum wage provisions set forth in the FLSA, 29 U.S.C. §§ 201 et seq., and the supporting federal regulations, apply to Defendant and protect Plaintiff and the members of the Yoga for Trade Collective. 78. At all relevant times, Defendant has been engaged in commerce and/or in the production or sale of goods for commerce within the meaning of 29 U.S.C. §§ 203(e), (m), and 206(a), and/or has been engaged in commerce and/or the production or sale of goods for commerce within the meaning of 29 U.S.C. §§ 203(e), (r), and (s). 85. Plaintiff re-alleges and incorporates by reference all allegations in the preceding paragraphs. 86. Defendant has engaged in a widespread pattern, policy, and practice of violating the California Labor Code, Cal. Labor Code §§ 1194, 1194.2, 1197, and 1197.1, as detailed in this Class Action Complaint. 90. Plaintiff re-alleges and incorporates by reference all allegations in the preceding paragraphs. 91. California Labor Code §§ 201 and 202 require Defendant to pay all wages due within the time specified by law. 92. California Labor Code § 203 provides that if an employer willfully fails to timely pay such wages, the employer must continue to pay the wages until the back wages are paid in full or an action is commenced, up to a maximum of thirty days of wages. 93. Plaintiff and the members of the California Yoga for Trade and Studio Experience Classes are entitled to unpaid compensation, but to date have not received such compensation. 94. As set forth in this Class Action Complaint, Defendant’s failure to pay Plaintiff and the members of the California Yoga for Trade and Studio Experience Classes has been willful and intended to reduce labor costs. 95. More than thirty days have passed since Plaintiff and certain members of the California Yoga for Trade and Studio Experience Classes stopped working for CPY. Cal. Labor Code §§ 1194, 1194.2, 1197, 1197.1 – Minimum Wage (Brought on behalf of Plaintiff and the California Yoga for Trade and Studio Experience Classes) Cal. Labor Code §§ 201, 202, & 203 -- Wage Payment Provisions (Brought on behalf of Plaintiff and the California Yoga for Trade and Studio Experience Classes) Fair Labor Standards Act – Minimum Wage Violation (Brought on behalf of Plaintiff and the Yoga for Trade Collective)

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28. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff, along with other blind or visually-impaired users, access to Defendant’s website, and to therefore specifically deny the goods and services that are offered thereby. Due to Defendant’s failure and refusal to remove access barriers to its website, Plaintiff and visually-impaired persons have been and are still being denied equal access to Defendant’s numerous goods, services and benefits offered to the public through the Website. 29. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using the JAWS screen-reader. 32. Many pages on the Website also contain the same title elements. This is a problem for the visually-impaired because the screen reader fails to distinguish one page from another. In order to fix this problem, Defendant must change the title elements for each page. 33. The Website also contained a host of broken links, which is a hyperlink to a non-existent or empty webpage. For the visually-impaired this is especially paralyzing due to the inability to navigate or otherwise determine where one is on the website once a broken link is encountered. For example, upon coming across a link of interest, Plaintiff was redirected to an error page. However, the screen-reader failed to communicate that the link was broken. As a result, Plaintiff could not get back to his original search. Defendant Must Remove Barriers To Its Website 35. These access barriers on Defendant’s Website have deterred Plaintiff from visiting Defendant’s Website and enjoying it equal to sighted individuals because: Plaintiff was unable to use and enjoy the Website in the same manner as sighted individuals do, preventing Plaintiff from using the Website to purchase items and to view the items. 36. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 37. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired persons. 39. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 40. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 42. Web-based technologies have features and content that are modified on a daily, and in some instances an hourly, basis, and a one time “fix” to an inaccessible website will not cause the website to remain accessible without a corresponding change in corporate policies related to those web-based technologies. To evaluate whether an inaccessible website has been rendered accessible, and whether corporate policies related to web-based technologies have been changed in a meaningful manner that will cause the website to remain accessible, the website must be reviewed on a periodic basis using both automated accessibility screening tools and end user testing by visually-impaired persons. 43. If the Website was accessible, Plaintiff and similarly situated blind and visually-impaired persons could independently shop for and otherwise research the Defendant’s products via the Website. 44. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 46. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 47. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered by Defendant’s Website, during the relevant statutory period. 48. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a New York State Sub-Class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the State of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered by Defendant’s Website, during the relevant statutory period. 49. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a New York City Sub-Class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered by Defendant’s Website, during the relevant statutory period. 51. Plaintiff’s claims are typical of the Class and Sub-Classes. The Class, and Sub-Classes, similarly to the Plaintiff, are severely visually-impaired or otherwise blind persons, and claim that Defendant has violated the ADA, NYSHRL or NYCHRL by failing to update or remove access barriers on its Website so it can be independently accessible to the Class and/or the Sub-Classes. 52. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, including ADA litigation and because Plaintiff has no interests antagonistic to the Class Members. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 54. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by visually-impaired persons throughout the United States. 55. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 56. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 57. Defendant’s online retail store is a place of public accommodation within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). Defendant’s Website is a service, privilege, or advantage of Defendant’s online retail store 59. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 60. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 62. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 63. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 64. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 65. Defendant’s Website operates in the State of New York and constitutes an online sales establishment and a place of public accommodation within the definition of N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant’s online retail establishment. 66. Defendant is subject to New York Human Rights Law because it owns and/or operates its Website in the State of New York. Defendant is a person within the meaning of N.Y. Exec. Law § 292(1). 68. Under N.Y. Exec. Law § 296(2)(c)(i), unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations being offered or would result in an undue burden". 69. Under N.Y. Exec. Law § 296(2)(c)(ii), unlawful discriminatory practice also includes, “a refusal to take such steps as may be necessary to ensure that no individual with a disability is excluded or denied services because of the absence of auxiliary aids and services, unless such person can demonstrate that taking such steps would fundamentally alter the nature of the facility, privilege, advantage or accommodation being offered or would result in an undue burden.” 70. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually-impaired. These guidelines have been followed by other large business entities and government agencies in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 72. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 73. Defendant discriminates, and will continue in the future to discriminate, against Plaintiff and New York State Sub-Class Members on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website under § 296(2) ​et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the Sub-Class Members will continue to suffer irreparable harm. 74. Defendant’s actions were and are in violation of New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 75. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) ​et seq​. for each and every offense. 76. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 78. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 79. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 80. Defendant’s website is an online sales establishment and a place of public accommodation within the definition of N.Y.C. Admin. Code § 8-102(9), and its Website is a service that is integrated with its online sales establishment. 81. Defendant is subject to NYCHRL because it owns and/or operates its Website in the City of New York, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 82. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated therewith to be completely inaccessible to the blind. The inaccessibility denies blind consumers full and equal access to the facilities, goods, and services that Defendant makes available to the non-disabled public. 84. Defendant’s actions constitute willful intentional discrimination against the Sub-Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is not sufficiently intuitive and/or obvious that it is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 85. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 87. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 88. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 89. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 90. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 91. Plaintiff, on behalf of himself and the Class and New York State and City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 92. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the goods and services of its Website, which Defendant owns, operates and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, ​et seq.​, N.Y. Exec. Law § 296, ​et seq.​, and N.Y.C. Admin. Code § 8-107, ​et seq​. prohibiting discrimination against the blind. 93. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF Defendant’s Barriers on Its Website VIOLATIONS OF THE NYSHRL VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 ​et seq. VIOLATIONS OF THE NYCHRL

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21. Defendant is an athleticwear company that owns and operates the website, www.alanic.com (its “Website”), offering features which should allow all consumers to access the goods and services which Defendant ensures the delivery of throughout the United States, including New York State. 22. Defendant’s Website offers its products and services for online sale and general delivery to the public. The Website offers features which ought to allow users to browse for items, access navigation bar descriptions and prices, and avail consumers of the ability to peruse the numerous items offered for sale. 23. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient NVDA screen-reader user and uses it to access the Internet. Plaintiff has visited the Website using a screen-reader. 24. Plaintiff most recently visited Defendant’s website in February of 2020 to potentially make a purchase. Despite his efforts, however, Plaintiff was denied a user experience similar to that of a sighted individual due to the website’s lack of a variety of features and accommodations, which effectively barred Plaintiff from being able to enjoy the privileges and benefits of Defendant’s public accommodation. 26. Many features on the Website also fail to contain a proper label element or title attribute for each field. This is a problem for the visually impaired because the screen reader fails to communicate the purpose of the page element. It also leads to the user not being able to understand what he or she is expected to insert into the subject field. As a result, Plaintiff was unable to enjoy the privileges and benefits of the Website equally to sighted users. 27. Many pages on the Website also contain the same title elements. This was a problem for Plaintiff because in certain instances the screen reader failed to distinguish one page from another. In order to fix this problem, Defendant must change the title elements for each page. 28. The Website also contains a host of broken links, which is a hyperlink to a non- existent or empty webpage. For the visually impaired this is especially paralyzing due to the inability to navigate or otherwise determine where one is on the website once a broken link is encountered. For example, upon coming across a link of interest, Plaintiff was redirected to an error page. However, the screen-reader failed to communicate that the link was broken. As a result, Plaintiff could not get back to his original search. 29. These access barriers effectively denied Plaintiff the ability to use and enjoy Defendant’s website the same way sighted individuals do. 31. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, products, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from visiting the Website, presently and in the future. 32. If the Website were equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 33. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 35. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 36. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . this title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 37. Upon information and belief, because 42. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services, during the relevant statutory period. 43. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 45. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 46. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no interests antagonistic to the Class Members. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 47. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 49. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 50. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 51. Defendant’s Website is a public accommodations within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). The Website is a service that is offered to the general public, and as such, must be equally accessible to all potential consumers. 52. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 53. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 55. The acts alleged herein constitute violations of Title III of the ADA, and the regulations promulgated thereunder. Plaintiff, who is a member of a protected class of persons under the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, Plaintiff has been denied full and equal access to the Website, has not been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 56. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 57. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 59. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 60. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 61. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated with such Website to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, products, and services that Defendant makes available to the non-disabled public. 62. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 64. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 65. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the products, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 66. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 67. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 68. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 70. Plaintiff, on behalf of himself and the Class and New York City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 71. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the products, services and facilities of its Website, which Defendant owns, operations and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 72. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE NYCHRL VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq.

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24. Plaintiff brings this action on behalf of himself and on behalf of a nationwide class of similarly situated individuals. 36. Plaintiff incorporates by reference the foregoing allegations as though fully set forth herein. 37. The foregoing acts and omissions of Defendant constitute numerous and multiple negligent violations of the TCPA, including but not limited to each and every one of the above-cited provisions of 47 U.S.C. § 227, et seq. 38. As a result of Defendant's negligent violations of 47 U.S.C. § 227 et seq., Plaintiff and the Class are entitled to an award of $500.00 in statutory damages, for each and every violation, pursuant to 47 U.S.C. § 227(b)(3)(B). 40. Plaintiff incorporates by reference the foregoing allegations as though fully set forth herein. 41. The foregoing acts and omissions of Defendant constitute numerous and multiple knowing and/or willful violations of the TCPA, including but not limited to each and every one of the above-cited provisions of 47 U.S.C. § 227 et seq. 42. As a result of Defendant's knowing and/or willful violations of 47 U.S.C. § 227 et seq., Plaintiff and the Class are entitled to an award of $1,500.00 in statutory damages, for each and every violation, pursuant to 47 U.S.C. § 227(b)(3)(B) and 47 U.S.C. § 227(b)(3)(C). 43. Plaintiff and the Class are also entitled to and seek injunctive relief prohibiting such conduct in the future. 8. Plaintiff is, and at all times mentioned herein was, a “person” as defined by 47 U.S.C. § 153(39). 9. Defendant is, and at all times mentioned herein was, a “person” as defined by 47 KNOWING AND/OR WILLFUL VIOLATIONS OF THE TELEPHONE CONSUMER PROTECTION ACT 47 U.S.C. § 227 ET SEQ. NEGLIGENT VIOLATIONS OF THE TELEPHONE CONSUMER PROTECTION ACT 47 U.S.C. § 227 ET SEQ.

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28. Plaintiff still has and had, at all relevant times to this action, telephone facsimile service at 760-406-9889 at its place of business at Whiting Family Dental, 16127 Kasota Road, Suite 103, Apple Valley, California 92307. Plaintiff receives facsimile transmissions (“faxes”) at this number, using a telephone facsimile machine (“fax machine”). 29. Upon information and belief, on or about February 13, 2013, Defendant, without Plaintiff’s express invitation or permission, arranged for and/or caused a telephone facsimile machine, computer, or other device to send an unsolicited fax advertisement, advertising the commercial availability or quality of any property, goods, or services, to Plaintiff’s fax machine located at its principal place of business. A copy of the fax advertisement is attached hereto as Exhibit A and is incorporated herein by reference. 31. Plaintiff brings this class action under Rule 23(a), (b)(2), and (b)(3) of the Federal Rules of Civil Procedure on behalf of itself and of a similarly situated “Class” or “Class Members” defined as: All persons in the United States who (1) on or after four years prior to the filing of this action, (2) were sent a telephone facsimile message of material advertising the commercial availability or quality of any property, goods, or services by or on behalf of Defendant, (3) with respect to whom Defendant cannot provide evidence of prior express invitation or permission for the sending of such faxes, (4) with whom Defendant does not have an established business relationship, or (5) which did not display a clear and conspicuous opt-out notice on the first page stating that the recipient may make a request to the sender of the advertisement not to send any future advertisements to a telephone facsimile machine or machines and that failure to comply, within 30 days, with such a request meeting the requirements under 47 C.F.R. § 64.1200(a)(4)(v) is unlawful. Excluded from the Class are: any Defendant, and any subsidiary or affiliate of that Defendant, and the directors, officers and employees of that Defendant or its subsidiaries or affiliates, and members of the federal judiciary. 32. This action has been brought and may properly be maintained as a class action against Defendant pursuant to Rule 23 of the Federal Rules of Civil Procedure because there is a well-defined community of interest in the litigation and the proposed Class is easily ascertainable. Plaintiff reserves the right to amend the Class definition if discovery and further investigation reveal that any Class should be expanded or otherwise modified. 34. Upon information and belief, a more precise Class size and the identities of the individual members thereof are ascertainable through Defendant’s records, including, but not limited to Defendant’s fax and marketing records. 35. Members of the Class may additionally or alternatively be notified of the pendency of this action by techniques and forms commonly used in class actions, such as by published notice, e-mail notice, website notice, fax notice, first class mail, or combinations thereof, or by other methods suitable to this class and deemed necessary and/or appropriate by the Court. 43. Plaintiff repeats each and every allegation contained in all of the above paragraphs and incorporates such allegations by reference. 44. Plaintiff brings this action individually and on behalf of the Class defined above against Defendant for its violation of the TCPA and the rules prescribed under it by the FCC. 45. At all times material to this action, Defendant was a person that used or caused to be used a “telephone facsimile machine, computer, or other device” to send, to a “telephone facsimile machine” an “unsolicited advertisement” or an “advertisement” within the meaning of the TCPA and its regulations. 46. Defendant sent or caused to be sent hundreds or thousands of these advertisements exemplified by Exhibit A. Plaintiff and each Class Members received at least one of them. 47. Each of the foregoing advertisements violated the TCPA because they failed to contain the opt-out notice required by 47 U.S.C § 227(b)(1)(C)(iii); 47 C.F.R. § 64.1200(a)(4)(iv); and 47 C.F.R. § 64.1200(a)(4)(iii). 48. Accordingly, Plaintiff and the members of the Class are entitled to statutory damages under 47 U.S.C. § 227(b). 49. If it is found that Defendant willfully and/or knowingly sent and/or caused to be sent fax advertisements to Plaintiff and the members of Class in violation of the TCPA, Plaintiff requests an increase by the Court of the damage award against Defendant, described in the preceding paragraph, to three times the amount available under 47 U.S.C. § 227(b)(3)(B), as authorized by 47 U.S.C. § 227(b)(3) for willful or knowing violations. Telephone Consumer Protection Act (Violation of 47 U.S.C. § 227)

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21. Defendant is an apartment rental company that owns and operates the website, www.apartments.com (its “Website”), offering features which should allow all consumers to access the goods and services which Defendant ensures the delivery of throughout the United States, including New York State. 22. Defendant’s Website offers its products and services for online sale and general delivery to the public. The Website offers features which ought to allow users to browse for items, access navigation bar descriptions and prices, and avail consumers of the ability to peruse the numerous items offered for sale. 23. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient NVDA screen-reader user and uses it to access the Internet. Plaintiff has visited the Website using a screen-reader. 25. For example, many features on the Website lacks alt. text, which is the invisible code embedded beneath a graphical image. As a result, Plaintiff was unable to differentiate what products were on the screen due to the failure of the Website to adequately describe its content. 26. Many features on the Website also fail to contain a proper label element or title attribute for each field. This is a problem for the visually impaired because the screen reader fails to communicate the purpose of the page element. It also leads to the user not being able to understand what he or she is expected to insert into the subject field. As a result, Plaintiff was unable to enjoy the privileges and benefits of the Website equally to sighted users. 27. Many pages on the Website also contain the same title elements. This was a problem for Plaintiff because in certain instances the screen reader failed to distinguish one page from another. In order to fix this problem, Defendant must change the title elements for each page. 30. These access barriers effectively denied Plaintiff the ability to use and enjoy Defendant’s website the same way sighted individuals do. 31. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff, along with other blind or visually-impaired users, access to Defendant’s website, and to therefore specifically deny the goods and services that are offered to the general public. Due to Defendant’s failure and refusal to remove access barriers to its website, Plaintiff and visually-impaired persons have been and are still being denied equal access to Defendant’s Website, and the numerous goods and services and benefits offered to the public through the Website. 33. If the Website were equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 34. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 35. Because simple compliance with the WCAG 2.1 Guidelines would provide Plaintiff and other visually-impaired consumers with equal access to the Website, Plaintiff alleges that Defendant has engaged in acts of intentional discrimination, including but not limited to the following policies or practices: a. Constructing and maintaining a website that is inaccessible to visually-impaired individuals, including Plaintiff; b. Failure to construct and maintain a website that is sufficiently intuitive so as to be equally accessible to visually-impaired individuals, including Plaintiff; and, c. Failing to take actions to correct these access barriers in the face of substantial harm and discrimination to blind and visually-impaired consumers, such as Plaintiff, as a member of a protected class. 36. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 38. Upon information and belief, because COSTAR GROUP, INC..’s Website has never been accessible and because COSTAR GROUP, INC.. does not have, and has never had, an adequate corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff invokes 42 U.S.C. § 12188(a)(2) and seeks a permanent injunction requiring: a. that COSTAR GROUP, INC.. retain a qualified consultant acceptable to Plaintiff (“Mutually Agreed Upon Consultant”) who shall assist it in improving the accessibility of its Website so the goods and services on them may be equally accessed and enjoyed by individuals with vision related disabilities; b. that COSTAR GROUP, INC.. work with the Mutually Agreed Upon Consultant to ensure that all employees involved in website development and content development be given web accessibility training on a periodic basis, including onsite training to create accessible content at the design and development stages; c. that COSTAR GROUP, INC.. work with the Mutually Agreed Upon Consultant to perform an automated accessibility audit on a periodic basis to evaluate whether its Website may be equally accessed and enjoyed by individuals with vision related disabilities on an ongoing basis; d. that COSTAR GROUP, INC.. work with the Mutually Agreed Upon Consultant to perform end-user accessibility/usability testing on a periodic basis with said testing to be performed by individuals with various disabilities to evaluate whether its Website may be equally accessed and enjoyed by individuals with vision related disabilities on an ongoing basis; e. that COSTAR GROUP, INC.. work with the Mutually Agreed Upon Consultant to create an accessibility policy that will be posted on its Website, along with an e-mail address and tollfree phone number to report accessibility-related problems; and f. that Plaintiff, their counsel and its experts monitor Defendant’s Website for up to two years after the Mutually Agreed Upon Consultant validates it is free of accessibility errors/violations to ensure it has adopted and implemented adequate accessibility policies. 40. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 41. Defendant has, upon information and belief, invested substantial sums in developing and maintaining their Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making their Website equally accessible to visually impaired customers. 42. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 44. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 45. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYCHRL. 46. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 48. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 49. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 50. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 51. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 53. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 54. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 55. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 57. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 58. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 59. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 60. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 61. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 63. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 64. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 65. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 67. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 68. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 69. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 70. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 71. Plaintiff, on behalf of himself and the Class and New York City Sub-Classes Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 73. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYCHRL

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(Injunctive Relief) (To Recover Damages for Trespass) (To Recover Damages For Slander of Title) (To Recover Profits From Unjust Enrichment) 1. That this Court certify the Class described herein, and name Plaintiffs as the representative of the Class and Plaintiffs’ counsel as counsel for the Class. 2. That this Court enter a judgment against Defendants in an amount sufficient to compensate Plaintiffs and other Class members for the direct and consequential damages caused by Defendants’ trespass, and for attorneys’ fees, costs, and expenses, and for all other relief that the Court deems just and proper. 3. That this Court enter a judgment against Defendants in an amount equal to the amount by which Defendants have been unjustly enriched as a result of their unlawful entry upon, use, occupation, and collections of rents and profits from Plaintiffs and Class members; for attorneys’ fees, costs, and expenses; and for all other relief the Court deems just and proper. 30. Plaintiffs hereby incorporate by reference and reallege the allegations contained in the foregoing paragraphs of this Complaint as fully set forth herein. 31. By Defendants’ entry upon the Rights of Way, and by their installation, maintenance, and use of Telecommunications Cable Systems within the Rights of Way, all without permission or right given by Plaintiffs and Class members, Defendants have committed a continuing and permanent trespass on Plaintiffs’ and Class members’ land. 33. As a direct and proximate result of their trespass upon the land of Plaintiffs and Class members, Defendants have realized substantial revenue and profits from the commercial occupation and use of that land, but have failed to pay any part of that revenue and profits to Plaintiffs and Class members. 34. As a proximate result of Defendants’ trespass on their land, Plaintiffs and Class members have been damaged by the diminution in the value of their land, including diminished rental value, and by the deprivation of their right to determine possession and use of their land. Plaintiffs and the Class members are therefore entitled to an award of compensatory damages from Defendants in an amount to be proved at trial. 35. Plaintiffs hereby incorporate by reference and reallege the allegations contained in the foregoing paragraphs of this Complaint as fully set forth herein. 37. Defendants have been unjustly enriched by their receipt and retention of millions of dollars in rents, profits, and other benefits properly payable to Plaintiffs and other Class members and, under the circumstances and in good conscience, Defendants ought not be allowed to retain those rents, profits, and benefits. 38. Plaintiffs and Class members are entitled to a judgment requiring Defendants to disgorge and pay to them all sums they have received that are properly due and owing to Plaintiffs and Class members as rents, profits, and other benefits incidental to ownership of their land, as restitution for the unjust enrichment of Defendants. 39. Plaintiffs hereby incorporate by reference and reallege the allegations contained in the foregoing paragraphs of this Complaint as fully set forth herein. 4. That this Court enter a judgment against Defendants in an amount sufficient to compensate Plaintiffs and other Class members for the direct and consequential damages caused by Defendants’ slander of title, including the costs and expenses necessary to obtain a judicial declaration that the titles of Plaintiffs and other Class members are free and clear of any interest or right of use, possession or occupancy by Defendants; for attorneys’ fees, costs, and expenses; and for all other relief the Court deems just and proper. 40. In the license agreements between Defendants and the Railroads, in Defendants’ agreements with the Railroads regarding use of the Rights of Way or Telecommunications Cable Systems, in publicly-filed or published documents, and in their acts of placing signs and posts marking the location of the fiber-optic cable, Defendants have made false and unfounded statements indicating or suggesting that they possess a right of occupancy or use of property owned by Plaintiffs and other Class members. 41. Defendants’ statements concerning their alleged interest in the real property of Plaintiffs and other Class members were made with knowledge or reckless disregard of their falsity. 43. Plaintiffs hereby incorporate by reference and reallege the allegations contained in the foregoing paragraphs of this Complaint as fully set forth herein. 44. Plaintiffs and members of the Class are owners of real property or interests in real property in Massachusetts affected by Defendants’ actions and thus have standing to seek declaratory and injunctive relief. 45. The railroad Rights of Way within which Defendants have installed, or had others install, their Telecommunications Cable Systems, are limited to the surface of the land and may be used only for railroad purposes. The right to license or consent to all non-railroad uses on the land encumbered by the railroad Rights of Way belongs to Plaintiffs and Class members. Thus, Defendants’ commercial-telecommunications use of the Rights of Way is unlawful. 6. That the Court enter an award of punitive or exemplary damages against Defendants in an amount to be determined by a jury. Dated this 8th day of May, 2014. /s/Andrew W. Cohen Andrew W. Cohen, Mass. Bar No. 561171

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14. Plaintiffs and Class members faithfully paid policy premiums to Defendants, 4 specifically to provide, among other things, additional coverages in the event of business 5 interruption or closures by order of Civil Authority and for business loss for property damage. 6 15. The terms of the Policy explicitly provide the insured with insurance coverage for 7 actual loss of business income sustained, along with any actual, necessary and reasonable extra 8 expenses incurred, when access to the Insured’s properties is specifically prohibited by Civil 9 Authority Orders. This additional coverage is identified as coverage under “Civil Authority.” 10 16. The Policy is an all-risk policy, insofar as it provides that covered causes of loss under the policy provides coverage for all covered losses, including but not limited to direct 12 physical loss and/or direct physical damage, unless a loss is specifically excluded or limited in the 13 Policy. 14 17. The Policy also provides coverage for damages resulting from business interruption 15 when there is property damage. 16 18. Based upon information and belief, the Policy provided by Defendants included 17 language that is essentially standardized language adopted from and/or developed by ISO 18 (“Insurance Service Office”). The ISO, founded in 1971, provides a broad range of services to the 19 property and casualty insurance industry. In addition to form policies, ISO collects and manages 20 databases containing large amounts of statistical, actuarial, underwriting, and claims information, 21 fraud-identification tools, and other technical services. ISO describes itself as follows: “ISO 22 provides advisory services and information to many insurance companies. . . ISO develops and 23 publishes policy language that many insurance companies use as the basis for their products.” 24 ~so General Questions, Verisk, https://www.verisk.com/insurance/about/fag/ (last visited June 5, 25 2020); see also Insurance Services Office (ISO), Verisk, 26 https://www.verisk.com/insurance/brands/iso/ (las visited June 5, 2020). 27 19. The language in the Policy is language that is “adhesionary” in that Plaintiffs were 28 not participants in negotiating or drafting its content and provisions. Birka-White Law Offices 178 E. Prospect Avenue Danville, CA 94526 (925)362-9999 - - Case No. 3:20-cv-4571 2 2 ~• INSURANCE COVERAGE 3 21 DECLARATORY RELIEF 22 68. Plaintiffs bring this action pursuant to Federal Rules of Civil Procedure 23(b)(2) on 3 behalf of the following Class: 4 All Restaurants that have suffered business interruption and lost income as a result of Civil Authority Orders issued in response to 5 the COVID-.19 pandemic. 6 69. Upon information and belief~ Defendants do not cover business interruption services 7 for all restaurants in contravention to the uniform language contained in the insurance policies it 8 has issued to restaurants. 9 70. Ihe exact number of the Class members is unknown as such information is in 10 exclusive control of Defendants. However, due to the nature and commerce involved, Plaintiffs 11 believe the Class consists ofhundreds ofinsureds nationwide, making joinder ofthe Class members 12 impractical. 13 71. Common questions of law and fact affect the right of each Class member. Plaintiffs 14 are seeking Declaratory Relief for all Class members who run restaurants with similar polices to 15 Plaintiffs. Declaratory relief will permit adjudication of the rights of all parties as to whether 16 Defendants’ policies provide coverage for business interruptions losses the Class has suffered as a 17 result of Civil Authority Orders. 18 72. Common questions of law and fact that affect the Class members include, but are 19 not limited to: 20 a. Whether Defendants are legally obligated to pay for business interruption as 21 a result of Civil Authority Orders issued in response to the COVID-19 pandemic; 22 b. Whether Plaintiffs and Class members have suffered “property damages” in 23 accordance with the terms and conditions of Defendants’ business interruption insurance policies; 24 c. Whether Plaintiffs and Class members are excluded from coverage for losses 25 they suffered due to the Civil Authority Orders as a result of the Virus or 26 Bacterial exclusions contained in Defendants’ insurance policies; 27 d. Whether Defendants are justified in denying Plaintiffs and Class members’ claims. 28 Bfrka-White Law Offices 178 E Prospect Avenue Danville CA 94526 ‘~fl (925)362-9999 - - Case No. 3:20-cv-4571 77. Plaintiffs re-allege and incorporate by reference into this cause of action each and 23 every allegation set forth in each and every paragraph of this Complaint. 24 78. The Declaratory Judgment Act, 28 U.S.C. § 2201(a), provides that in “a case of 25 actual controversy within its jurisdiction. . . any court of the United States . . . may declare the 26 rights and other legal relations of any interested party seeking such declaration, whether or not 27 further relief is or could be sought.” 28 U.S.C. § 220 1(a). 28 /1/ Birka-White Law Offices 178 E. Prospect Avenue Danville, CA 94526 ‘~ (~ (925)362-9999 - “-‘ - Case No. 3:20-cv-4571

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13. The Gaviota Coast north of Santa Barbara is a special place. Its blue waters and beautiful coastline are home to an abundance of life, including critical populations of endangered Snowy Plovers, seals, migrating whales, and myriad fish. For those reasons, the area is often called North America’s Galapagos. 15. For example, a 2009 report by the California Department of Fish and Game found annual ex-vessel revenues for fishing vessels in Santa Barbara County of $6.5 million. That includes important near shore fisheries like crab, lobster, and sea urchin. 16. Now contamination by Defendant’s oil spill has undermined the health of the environment on which that economy depends. 17. Threats to the Gaviota Coast and Santa Barbara’s environment and economy from oil development are not new. In 1969, a blowout at Union Oil’s off- shore drill rig sent millions of gallons of oil into the waters and onto the beaches of Santa Barbara County. The blowout killed thousands of birds, dolphins, fish, and other marine life. 18. Despite that disaster, the oil industry has only continued to grow in and around Santa Barbara County. Today, however, governments and some companies have taken significant steps to make the production and transportation of crude safer and more reliable. Defendant, on the other hand, is notable for its track record of doing otherwise. B. The Failure of Plains All American Pipeline 19. Line 901, a 10-mile long, 24-inch wide pipeline owned and operated by Defendant, runs along the edge of the Pacific Ocean, transporting up to 6,300,000 gallons of oil a day between Gaviota and Las Flores. The route takes the pipeline past several state parks and beaches, including Refugio State Beach, carrying crude from offshore platforms inland, and from there to refineries. 21. As oil poured out of the ruptured pipe, neighbors and beachgoers began to be overwhelmed by the smell of oil. At approximately 11:30 a.m. the Santa Barbara County Fire Department responded to reports of the odors, and arrived to find oil flowing from the pipeline, through a storm drain under Highway 101, across the beach, and into the Pacific Ocean. Oil continued to leak from the pipeline until approximately 3 p.m. 22. Initially, the oil covered the beach and rocks just below the failed pipe. But once it reached the water, the oil spread quickly, travelling for miles out to sea. The oil fouled beaches for miles in each direction. As of May 28, the spill had impacted up to 28 miles of coastline. 23. While the precise timeline of events is still not known, it appears that Defendant did not promptly act to respond to signs of the pipeline failure or notify relevant government agencies. As California’s two United States senators stated in a letter to Defendant, “we are concerned that Plains Pipeline may not have detected this spill or reported it to federal officials as quickly as possible, and that these delays could have exacerbated the extent of the damage to the environment.” The senators called Defendant’s response “insufficient.” 24. Indeed, many witnesses who visited Refugio State Beach the night of the spill reported little or no response. Even the next day, as professional clean-up crews began to respond to Refugio State Beach, the response at other nearby beaches was left to volunteers with little or no training or protective equipment, using nothing but shovels and five-gallon buckets to try to remove thousands of gallons of crude from the sand and sea. 26. As the oils spreads, so do its terrible consequences. Numerous, fish, birds, and marine mammals have died after being covered in oil or exposed to the oil’s toxic compounds. Tar balls are washing up on beaches far to the south and east of Refugio. Frisbee-sized “oil pancakes” are drifting toward Channel Islands National Park. An oil-covered duck recently appeared at Alice Keck Park in downtown Santa Barbara, trying to clean itself in a decorative pond. 27. Those are the visible harms, relatively easy to see and tally. Beneath the ocean’s surface, however, a largely unseen catastrophe is unfolding. There, as the oil sinks and swirls in the tides and currents, it is likely suffocating sea grass, clinging to kelp beds, smothering reefs, and otherwise seeping into the aquatic food chain through shellfish and plankton. Dead bass, lobsters, crabs, octopi and other species that live beneath the surface offshore have already begun washing up on area beaches. 29. For example, state officials have closed these key coastal fishing areas from Canada de Alegeria to Coal Oil Point, including the shoreline and offshore areas between those points to 6 miles offshore. Even after that closure is lifted— and that could be months away—the spill’s impacts on those fisheries will continue far into the future. Also, the negative publicity from the spill has and will deter seafood buyers from seeking out Santa Barbara seafood. 30. The spill has also discouraged tourists from visiting businesses in Santa Barbara County, where tourism (along with agriculture and wine) accounts for roughly 15 percent of the workforce, or over 36,000 jobs. For example, one local kayaking company reported 25 cancellations following the spill, resulting in a loss of approximately $3,000. Two popular state beaches—Refugio and El Capitan—were closed during one of the busiest holiday weekends of the year, and are expected to remain closed until at least June 18. 31. Finally, the oil spill presents a serious risk to human life. The Santa Barbara County Health Department has recommended that residents avoid all areas affected by the spill, but a major highway runs through and adjacent to the spill area. Refugio Beach is considered a “Hazmat area,” the County said. The County also warned that direct contact with oil, inhalation of fumes, or ingestion of contaminated fish or shellfish can cause skin irritation, nausea, vomiting, and other illnesses. 33. While this spill is a disaster, it is not an accident. Defendant wantonly disregarded the health and safety of the people and environment by operating a pipeline it knew did not have proper safety systems in place. 34. In 1987, when Defendant constructed Line 901, Santa Barbara County’s Energy Division sought to ensure the pipeline was constructed properly by, among other thing, inspecting the welds on the pipeline using x-rays. The Division routinely inspected welds on new pipelines, as a way to ensure they had been done correctly to reduce the risk of failure. The Division also ordered Defendant to install an automatic shut-off valve system on the pipeline to ensure the pipeline would shut down swiftly, and without having to wait for human action, at the first sign of a problem in the pipeline. 35. Rather than agreeing to these commonplace and common-sense safety protocols, Defendant instead fought the County, suing it in U.S. District Court in 1987 and arguing it lacked jurisdiction to regulate its pipeline design and installation. 37. Also as a result of its lawsuit against the County, today Defendant operates the only pipeline of its type in the County without an automatic shut-off valve system. For those reasons, it is the only pipeline that is capable of failing and discharging more than 100,000 of gallons of oil. 38. While Santa Barbara, its citizens, and environment bore the risk, and now reality, of a catastrophic pipeline failure, Defendant has reaped rising profits, estimated at roughly $389 million on over $2 billion in earnings. By avoiding the cost of safety equipment and systems, Defendant boosted its profits by transferring the cost of failure to people who live and work in Santa Barbara County. 39. The lax safety standards at Line 901 were not isolated incidents for Defendant. Since 2006 it has been cited for more than 175 violations of safety requirements, which have caused nearly $24 million in property damage. Eleven of those incidents were in California. Defendant is one of the top four most-cited pipeline operators in the country. 41. Last year, for example, a pipeline owned and operated by Defendant ruptured in a Los Angeles neighborhood, covering the streets, cars, houses, and businesses in oil. The cause: a poorly maintained pipeline. A few years ago, another poorly maintained Plains pipeline ruptured and sent oil into a drinking water reservoir for Los Angeles. 42. In 2010, pursuant to a Consent Decree filed by the U.S. EPA following numerous alleged violations of the Clean Water Act by Defendant in several states, Defendant represented that it would update its procedures such that the “first required action where there is an indication of an increase in flow-rate outside the steady-state range [would be] “If there is an unexplained increase in delivery flow-rate with corresponding decrease in pressure – SHUTDOWN the affected line segment.” 43. As part of that settlement, Defendant paid a $3.25 million penalty for 10 spills between June 2004 and September 2007 that discharged a total of roughly 273,420 gallons of crude oil into navigable waters or adjoining shorelines in Texas, Louisiana, Oklahoma, and Kansas, 44. Defendant itself recently acknowledged in a disclosure report to the U.S. Securities and Exchange Commission that it has “experienced (and likely will experience future) releases of hydrocarbon products into the environment from our pipeline . . . operations” that “may reach surface water bodies.” (Emphasis added). 45. In short, Defendant has an ugly tradition of operating pipelines that fail. The communities through which it transports oil suffer the consequences. 47. This lawsuit therefore seeks to compensate the victims of the spill and to ensure that Defendant is prevented from causing additional damage to Santa Barbara County’s economy and environment in the future. VI. 48. Plaintiff Cheverez, a resident of Santa Barbara, is an urchin diver and nearshore fisherman. He grew up on the beaches of Santa Barbara County, recreationally diving for the urchin, lobster, and other species that live just offshore. 49. After high school, he worked at a charter diving business at the Santa Barbara marina, rising from deckhand to a captain. After that, he decided to be a commercial fisherman. In 1989, he bought a permit to commercially harvest sea urchin in California, for which he pays an annual fee. He bought his first nearshore permit five years later. Today, he owns and maintains two boats: the 34-foot Florentia Marie M/V, which he uses for urchins and nearshore fishing, and a 16- foot outboard he uses to fish in the eelgrass beds close in to the surf. 51. Sea urchins—prickly, fist-sized invertebrate that cling to rocks and are prized for their roe—cannot avoid oiled areas, so urchins close to shore have likely also been impacted. 52. But for Defendant’s oil spill, Plaintiff Cheverez would have been or would presently be fishing the nearshore areas that are currently closed due to the spill. 53. Defendant’s acts and omissions have caused present injury to Plaintiff Cheverez as well as the concrete risk of imminent, additional injury. VII. 54. Plaintiff brings claims pursuant to Federal Rule of Civil Procedure 23 on behalf of classes of similarly situated persons. Plaintiff proposes two classes: a Commercial Fishery Class and a Natural Resources-Based Businesses Class. 55. The Commercial Fishery Class is defined as follows: All persons who derive a significant portion of their income through the direct harvest of fish, shellfish, or other sea life in the marine waters adjacent to Santa Barbara County. 57. Both classes are ascertainable and have a well-defined community of interest among their members. 58. Ascertainability: Although the Classes are large, the precise number of members can be ascertained in at least two ways. First, because the members of the proposed Classes live in a geographically confined area, providing notice to them via newspapers, trade publications, and other routine avenues of communication will be easily accomplished. Third, Defendant’s records – such as logs of complaints from affected class members – will also serve to ascertain potential Class members. 59. Numerosity: The members of the Classes are so numerous that joinder of all members would be impractical. The proposed Classes likely contain hundreds of members. 60. Commonality: There are common questions of law and fact that predominate over any questions affecting only individual members of the Classes. 62. Typicality: The representative Plaintiff’s claims are typical of the claims of the members of the Classes. Plaintiff and all the members of the Classes have been injured by the same wrongful acts and omissions of Defendant. Plaintiff’s claims arise from the same practices and course of conduct that give rise to the claims of the members of the Classes and are based on the same legal theories. 63. Adequacy of Representation: Plaintiff is a representative who will fully and adequately assert and protect the interests of the Classes, and has retained class counsel who are experienced and qualified in prosecuting class actions. Neither Plaintiff nor his attorneys have any interests contrary to or in conflict with the Classes. 65. Rule 23(b)(2). Plaintiff also satisfies the requirements for maintaining a class action under Rule 23(b)(2). Defendant has acted or refused to act on grounds that apply generally to the proposed classes, making final declaratory or injunctive relief appropriate with respect to the proposed classes as a whole. 66. Rule 23(c)(4). Plaintiff also satisfies the requirements for maintaining a class action under Rule 23(c)(4). The claims of class members are composed of particular issues that are common to all class members and capable of class wide resolution that will significantly advance the litigation. A. The Gaviota Coast A. Plaintiff Cheverez

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24. It is, upon information and belief, Defendant’s policy and practice to deny Plaintiff, along with other blind or visually-impaired users, access to Defendant’s website, and to therefore specifically deny the goods and services that are offered and integrated with Defendant’s locations. Due to Defendant’s failure and refusal to remove access barriers to its website, Plaintiff and visually-impaired persons have been and are still being denied equal access to Defendant’s physical locations and the numerous goods, services, and benefits offered to the public through the Website. 25. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using the JAWS screen-reader. 29. These access barriers on Defendant’s Website have deterred Plaintiff from visiting or returning to Defendant’s physical locations and Website, and enjoying them equal to sighted individuals because: Plaintiff was unable to find the location and hours of operation of Defendant’s physical locations on its Website and other important information, preventing Plaintiff from visiting or returning to the locations and Website to purchase items and to view the items. 30. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 31. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 33. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 34. The ADA expressly contemplates the injunctive relief that Plaintiff seeks in this action. In relevant part, the ADA requires: In the case of violations of . . . their title, injunctive relief shall include an order to alter facilities to make such facilities readily accessible to and usable by individuals with disabilities . . . Where appropriate, injunctive relief shall also include requiring the . . . modification of a policy . . . 42 U.S.C. § 12188(a)(2). 35. Because Defendant’s Website has never been equally accessible, and because Defendant lacks a corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff invokes 42 U.S.C. § 12188(a)(2) and seeks a permanent injunction requiring Defendant to retain a qualified consultant acceptable to Plaintiff (“Agreed Upon Consultant”) to assist Defendant to comply with WCAG 2.0 guidelines for Defendant’s Website. Plaintiff seeks that their permanent injunction requires Defendant to cooperate with the Agreed Upon Consultant to: a. Train Defendant’s employees and agents who develop the Website on accessibility compliance under the WCAG 2.0 guidelines; b. Regularly check the accessibility of the Website under the WCAG 36. If the Website was accessible, Plaintiff and similarly situated blind and visually-impaired people could independently view service items, locate Defendant’s rental space locations, book and purchase daily office space and otherwise research related products and services via the Website. 37. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 38. Defendant has, upon information and belief, invested substantial sums in developing and maintaining their Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making their Website equally accessible to visually impaired customers. 39. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 40. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical locations, during the relevant statutory period. 41. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York State subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the State of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical locations, during the relevant statutory period. 42. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered in Defendant’s physical locations, during the relevant statutory period. 44. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA, NYSYRHL or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 45. Plaintiff will fairly and adequately represent and protect the interests of the Class Members because Plaintiff has retained and is represented by counsel competent and experienced in complex class action litigation, and because Plaintiff has no interests antagonistic to the Class Members. Class certification of the claims is appropriate under Fed. R. Civ. P. 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making appropriate both declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. 46. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of their litigation. 48. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 49. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 50. Defendant’s rental spaces are a place of public accommodations within the definition of Title III of the ADA, 42 U.S.C. § 12181(7). Defendant’s Website is a service, privilege, or advantage of Defendant’s rental spaces. The Website is a service that is integrated with this location. 51. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 53. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 54. The acts alleged herein constitute violations of Title III of the ADA, and the regulations promulgated thereunder. Plaintiff, who is a member of a protected class of persons under the ADA, has a physical disability that substantially limits the major life activity of sight within the meaning of 42 U.S.C. §§ 12102(1)(A)-(2)(A). Furthermore, Plaintiff has been denied full and equal access to the Website, has not been provided services that are provided to other patrons who are not disabled, and has been provided services that are inferior to the services provided to non-disabled persons. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 55. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 56. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 57. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 58. Defendant’s physical location is located in State of New York and throughout the United States and constitute a sales establishment and place of public accommodation within the definition of N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant. Defendant’s Website is a service that is by and integrated with these physical locations. 59. Defendant is subject to New York Human Rights Law because it owns and operates its physical locations and Website. Defendant is a person within the meaning of N.Y. Exec. Law § 292(1). 60. Defendant is violating N.Y. Exec. Law § 296(2)(a) in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with Defendant’s physical locations to be completely inaccessible to the blind. Their inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 62. Under N.Y. Exec. Law § 296(2)(c)(ii), unlawful discriminatory practice also includes, “a refusal to take such steps as may be necessary to ensure that no individual with a disability is excluded or denied services because of the absence of auxiliary aids and services, unless such person can demonstrate that taking such steps would fundamentally alter the nature of the facility, privilege, advantage or accommodation being offered or would result in an undue burden.” 63. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 65. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 66. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website and its physical locations under § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the Sub- Class Members will continue to suffer irreparable harm. 67. Defendant’s actions were and are in violation of New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 68. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 69. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 71. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 72. Plaintiff served notice thereof upon the attorney general as required by N.Y. Civil Rights Law § 41. 73. N.Y. Civil Rights Law § 40 provides that “all persons within the jurisdiction of this state shall be entitled to the full and equal accommodations, advantages, facilities and privileges of any places of public accommodations, resort or amusement, subject only to the conditions and limitations established by law and applicable alike to all persons. No persons, being the owner, lessee, proprietor, manager, superintendent, agent, or employee of any such place shall directly or indirectly refuse, withhold from, or deny to any person any of the accommodations, advantages, facilities and privileges thereof . . .” 74. N.Y. Civil Rights Law § 40-c(2) provides that “no person because of . . . disability, as such term is defined in section two hundred ninety-two of executive law, be subjected to any discrimination in his or her civil rights, or to any harassment, as defined in section 240.25 of the penal law, in the exercise thereof, by any other person or by any firm, corporation or institution, or by the state or any agency or subdivision.” 76. Defendant is subject to New York Civil Rights Law because it advertises, owns and operates its physical location and Website. Defendant is a person within the meaning of N.Y. Civil Law § 40-c(2). 77. Defendant is violating N.Y. Civil Rights Law § 40-c(2) in refusing to update or remove access barriers to its Website, causing its Website and the services integrated with Defendant’s physical locations to be completely inaccessible to the blind. Their inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 78. N.Y. Civil Rights Law § 41 states that “any corporation which shall violate any of the provisions of sections forty, forty-a, forty-b or forty two . . . shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby . . .” 79. Under NY Civil Rights Law § 40-d, “any person who shall violate any of the provisions of the foregoing section, or subdivision three of section 240.30 or section 240.31 of the penal law, or who shall aid or incite the violation of any of said provisions shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby in any court of competent jurisdiction in the county in which the defendant shall reside ...” 81. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability are being directly or indirectly refused, withheld from, or denied the accommodations, advantages, facilities and privileges thereof in § 40 et seq. and/or its implementing regulations. 82. Plaintiff is entitled to compensatory damages of five hundred dollars per instance, as well as civil penalties and fines under N.Y. Civil Law § 40 et seq. for each and every offense. 83. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 84. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 86. Defendant is subject to NYCHRL because it advertises, owns and operates its physical location and its Website in the City of New York, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 87. Defendant is violating N.Y.C. Administrative Code § 8-107(4)(a) in refusing to update or remove access barriers to Website, causing its Website and the services integrated with its physical location to be completely inaccessible to the blind. The inaccessibility denies blind patrons full and equal access to the facilities, goods, and services that Defendant makes available to the non-disabled public. 88. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 90. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 91. As such, Defendant discriminates, and will continue in the future to discriminate against Plaintiff and members of the proposed class and subclass on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, accommodations and/or opportunities of its Website and its establishments under § 8-107(4)(a) and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and members of the class will continue to suffer irreparable harm. 92. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 93. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 94. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 95. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. 97. An actual controversy has arisen and now exists between the parties in that Plaintiff contends, and is informed and believes that Defendant denies, that its Website contains access barriers denying blind customers the full and equal access to the goods, services and facilities of its Website and by extension its physical location, which Defendant owns, operates and controls, fails to comply with applicable laws including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12182, et seq., N.Y. Exec. Law § 296, et seq., and N.Y.C. Admin. Code § 8-107, et seq. prohibiting discrimination against the blind. 98. A judicial declaration is necessary and appropriate at this time in order that each of the parties may know their respective rights and duties and act accordingly. DECLARATORY RELIEF Defendant’s Barriers on Its Website VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYCHRL VIOLATION OF THE NEW YORK STATE CIVIL RIGHTS LAW

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16. MRMC is a privately held entity that has more than 2,600 employees. MRMC bills itself, through its various subsidiaries, as “an independent provider of marketing and distribution of fuel oil, asphalt, sulfuric acid, diesel fuel and high-quality naphthenic lubricants. . . . MRMC’s surface transportation capabilities include operating over 800 trucks and 1200 trailers across the United States through its network of 25 truck terminals.” 17. MRMC is headquartered at 4200 B Stone Rd., Kilgore, Texas 75662. 18. MRMC is an S corporation. MRMC stock is not readily tradable on an established securities market. 19. MRMC adopted the Plan with an effective date of January 1, 2012. 20. The Plan is a retirement plan governed by ERISA. 5 21. The Plan is an individual account plan under which a separate individual account is established for each participant. 22. The Plan’s principal asset has been MRMC stock at all times since its inception. 23. MRMC identifies the Plan as intended to be a leveraged employee stock ownership plan, or “Leveraged ESOP.” 24. MRMC is the sponsor of the Plan within the meaning of ERISA § 3(16)(B), 67. Plaintiff incorporates the preceding paragraphs as though set forth herein. 68. ERISA § 406(a)(1)(A), 29 U.S.C. § 1106(a)(1)(A), prohibits a plan fiduciary, here Wilmington Trust, from causing a plan, here the Plan, to engage in a sale or exchange of any property, here MRMC stock, with a party in interest, here the sellers in the ESOP Transaction, including but not limited to, on information and belief, Ruben S. Martin III; Scott D. Martin; CNRT, LLC; The Ruben S. Martin III Dynasty Trust; and/or MRMC. 69. ERISA § 406(a)(1)(B), 29 U.S.C. § 1106(a)(1)(B), prohibits Wilmington Trust from causing the Plan to borrow money from parties in interest MRMC; CNRT, LLC; and The Ruben S. Martin III Dynasty Trust. 70. ERISA § 406(a)(1)(E), 29 U.S.C. § 1106(a)(1)(E), prohibits Wilmington Trust from causing the Plan to acquire MRMC securities. 71. The stock and loan transactions between the Plan and the parties in interest were authorized by Wilmington Trust in its capacity as Trustee for the Plan. 72. Wilmington Trust caused the Plan to engage in prohibited transactions in violation of ERISA § 406(a), 29 U.S.C. § 1106(a), in the ESOP Transaction. 73. ERISA § 406(b), 29 U.S.C. § 1106(b), inter alia, mandates that a plan fiduciary shall not “act in any transaction involving the plan on behalf of a party (or represent a party) whose interests are adverse to the interests of the plan or the interests of its participants,” or “receive any consideration for his own personal account from any party dealing with such plan in connection with a transaction involving the assets of the plan.” 12 74. Wilmington Trust acted on behalf of the sellers in connection with the Plan’s stock and loan transactions in 2012–2013 by causing the Plan to acquire MRMC stock and loans. This greatly benefited the sellers to the substantial detriment of the Plan, even though Wilmington Trust was required to serve the interests of the Plan in connection with any such transaction. 75. Wilmington Trust received compensation from MRMC as Trustee for the Plan in violation of ERISA § 406(b)(3). 76. Wilmington Trust caused and engaged in prohibited transactions in violation of ERISA § 406(b) in the ESOP Transaction. 77. ERISA § 409, 29 U.S.C. § 1109, provides, inter alia, that any person who is a fiduciary with respect to a plan and who breaches any of the responsibilities, obligations, or duties imposed on fiduciaries by Title I of ERISA shall be personally liable to make good to the plan any losses to the plan resulting from each such breach, and additionally is subject to such other equitable or remedial relief as the court may deem appropriate, including removal of the fiduciary. 78. ERISA § 502(a), 29 U.S.C. § 1132(a), permits a plan participant to bring a suit for relief under ERISA § 409 and to obtain appropriate equitable relief to enforce the provisions of Title I of ERISA or to enforce the terms of a plan. 79. Wilmington Trust has caused millions of dollars of losses to the Plan by the prohibited transactions in an amount to be proven more specifically at trial. 80. Plaintiff brings this action as a class action pursuant to Fed. R. Civ. P. 23(a) and (b), on behalf of the following class: All participants in the MRMC ESOP. Excluded from the Class are the shareholders and entities controlled by them who sold their Martin Resource Management Corporation (MRMC) stock to the Plan and their immediate families; the directors of MRMC; and legal 13 representatives, successors, and assigns of any such excluded persons. 81. The Class is so numerous that joinder of all members is impracticable. Although the exact number and identities of Class members are unknown to Plaintiff at this time, the Plan’s Form 5500 filing for 2015 indicates that as of December 31, 2015, there were 2,470 participants and deceased participants whose beneficiaries are receiving or entitled to receive benefits in the Plan. 82. Questions of law and fact common to the Class as a whole include, but are not limited to, the following: i. Whether Wilmington Trust served as Trustee in the Plan’s acquisition of MRMC stock; ii. Whether Wilmington Trust was an ERISA fiduciary of the Plan; iii. Whether Wilmington Trust caused the Plan to engage in prohibited transactions under ERISA by permitting the Plan to purchase MRMC stock and take loans from parties in interest; iv. Whether Wilmington Trust engaged in good faith valuations of the MRMC stock in connection with the ESOP Transaction; v. Whether Wilmington Trust caused the Plan to pay more than fair market value for MRMC stock; vi. Whether Wilmington Trust engaged in a prohibited transaction under ERISA by acting on behalf of a party adverse to the Plan and its participants in the ESOP Transaction; 14 vii. Whether Wilmington Trust engaged in a prohibited transaction under ERISA by receiving consideration for its own account in the ESOP Transaction; viii. Whether the sellers of MRMC stock to the Plan were parties in interest; and ix. The amount of losses suffered by the Plan and its participants as a result of Wilmington Trust’s ERISA violations. 83. Plaintiff’s claims are typical of those of the Class. For example, Plaintiff, like other Plan participants in the Class, suffered a diminution in the value of his Plan account because the Plan paid an inflated price or prices and took on excessive loans for MRMC stock, and he continues to suffer such losses in the present because Wilmington Trust failed to correct the overpayment by the Plan in its time as Trustee. 84. Plaintiff will fairly and adequately represent and protect the interests of the Class. Plaintiff has retained counsel competent and experienced in complex class actions, ERISA, and employee benefits litigation. 85. Class certification of Plaintiff’s Claims for Relief for the alleged violations of ERISA is appropriate pursuant to Fed. R. Civ. P. 23(b)(1) because the prosecution of separate actions by individual Class members would create a risk of inconsistent or varying adjudications which would establish incompatible standards of conduct for Wilmington Trust, and/or because adjudications with respect to individual Class members would as a practical matter be dispositive of the interests of non-party Class members. 86. In the alternative, class certification of Plaintiff’s Claims for Relief for the alleged violations of ERISA is appropriate pursuant to Fed. R. Civ. P. 23(b)(2) because Wilmington Trust has acted or refused to act on grounds generally applicable to the Class, making appropriate 15 declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. The members of the Class are entitled to declaratory and injunctive relief to remedy Wilmington Trust’s violations of ERISA. 87. The names and addresses of the Class members are available from the Plan. Notice will be provided to all members of the Class to the extent required by Fed. R. Civ. P. 23. Causing and Engaging in Prohibited Transactions Forbidden by ERISA § 406(a)–(b), 29 U.S.C. § 1106(a)–(b)

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10. Plaintiffs bring this claim on behalf of the following case, pursuant to Fed. R. Civ. P. 23(a) and 23(b)(3). 11. The Class consists of: a. all individuals with addresses in the State of New York; b. to whom Defendant MCM sent a collection letter attempting to collect a consumer debt; c. that offered options designed to save the consumer money; d. one of options was unclear if it was a discount or payment in full; e. which letter was sent on or after a date one (1) year prior to the filing of this action and on or before a date twenty-one (2l) days after the filing of this action. 13. Excluded from the Plaintiff Class are the Defendants and all officer, members, partners, managers, directors and employees of the Defendants and their respective immediate families, and legal counsel for all parties to this action, and all members of their immediate families. 14. There are questions of law and fact common to the Plaintiff Class, which common issues predominate over any issues involving only individual class members. The principal issue is whether the Defendant’s written communications to consumers, in the forms attached as Exhibit A, violate 15 U.S.C. § 1692e et seq. 15. The Plaintiff’s claims are typical of the class members, as all are based upon the same facts and legal theories. The Plaintiff will fairly and adequately protect the interests of the Plaintiff Class defined in this complaint. The Plaintiff has retained counsel with experience in handling consumer lawsuits, complex legal issues, and class actions, and neither the Plaintiff nor his attorneys have any interests, which might cause them not to vigorously pursue this action. 18. Depending on the outcome of further investigation and discovery, Plaintiff may, at the time of class certification motion, seek to certify a class(es) only as to particular issues pursuant to Fed. R. Civ. P. 23(c)(4). 19. Plaintiff repeats, reiterates and incorporates the allegations contained in paragraphs numbered above herein with the same force and effect as if the same were set forth at length herein. 20. Some time prior to June 3, 2020, an obligation was allegedly incurred to creditor GE Capital Retail Bank (hereinafter “GE Capital”). 21. The GE Capital obligation arose out of transactions incurred primarily for personal, family or household purposes, specifically a personal credit card. 22. The alleged GE Capital obligation is a "debt" as defined by 15 U.S.C.§ 1692a(5). 23. GE Capital is a "creditor" as defined by 15 U.S.C.§ 1692a(4). 24. GE Capital purportedly sold the alleged debt to Defendant MCM, under the name Midland Funding LLC, who is the current owner of the alleged debt. Violation – June 3, 2020 Collection Letter 25. On or about June 3, 2020, Defendant MCM sent the Plaintiff a collection letter (the “Letter”) regarding the alleged debt originally owed to GE Capital. (See a true and correct copy of the Letter attached as Exhibit A.) 26. The Letter states a current balance of $459.91. 27. The Letter goes on to state “You have been pre-approved for options designed to save you money. Act now to maximize your savings…” 29. The third option provided by Defendant is not adequately explained and results in two different possible interpretations. 30. First, Option 3 might be construed as an option by which a discounted total amount is paid by monthly installments of $50 per month. 31. Alternatively, Option 3 might be construed as an option by which monthly installments of $50 are made until the total debt amount is paid in full. 32. By failing to explain whether Option 3 is a settlement option or an option to pay in full, the Letter is false, deceptive and misleading. 33. Furthermore, the Letter references “savings” and proclaims that it is “designed to save [the consumer] money”. 34. If in fact Option 3 is an offer for payment in full on the entire balance, the promises made by Defendant in the Letter to the Plaintiff consumer are completely false. 35. These violations by Defendant were knowing, willful, negligent and/or intentional, and Defendant did not maintain procedures reasonably adapted to avoid any such violations. 36. Defendant’s collection efforts with respect to this alleged debt from Plaintiff caused Plaintiff to suffer concrete and particularized harm, inter alia, because the FDCPA provides Plaintiff with the legally protected right not to be misled or treated unfairly with respect to any action regarding the collection of any consumer debt. 38. The Plaintiff has no ability to consider all three offers in the proper context, since the final offer was unclear and could not be considered in light of the other two. 39. Defendant’s actions created an appreciable risk to Plaintiff of being unable to properly respond or handle Defendant’s debt collection. 40. As a result of Defendant’s deceptive, misleading and unfair debt collection practices, Plaintiff has been damaged. 41. Plaintiff repeats, reiterates and incorporates the allegations contained in paragraphs above herein with the same force and effect as if the same were set forth at length herein. 42. Defendant’s debt collection efforts attempted and/or directed towards the Plaintiff violated various provisions of the FDCPA, including but not limited to 15 U.S.C. § 1692e. 43. Pursuant to 15 U.S.C. §1692e, a debt collector may not use any false, deceptive, or misleading representation or means in connection with the collection of any debt. 45. By reason thereof, Defendant is liable to Plaintiff for judgment in that Defendant's conduct violated Section 1692e et seq. of the FDCPA, actual damages, statutory damages, costs and attorneys’ fees. VIOLATIONS OF THE FAIR DEBT COLLECTION PRACTICES ACT 15 U.S.C. §1692e et seq.

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60. BA deceptively markets that consumers need or would benefit from supplementing their hydration. 61. To that end, BA deceptively markets that BodyArmor is a “super drink” that delivers “superior” and “better” hydration to everyone. 62. BA deceptively markets that BodyArmor offers “More Natural Better” hydration. Violation of California’s Unfair Competition Law, CAL. BUS. & PROF. CODE § 17200, et seq. Unfair and Fraudulent Conduct Prongs (By Plaintiffs Silver and Marshall, on Behalf of the California Class) 125. Plaintiffs Silver and Marshall repeat each and every allegation contained in the paragraphs above and incorporates such allegations by reference herein. 126. Plaintiffs Silver and Marshall bring this claim on behalf of the California Class for violation of the “unfair” and “fraudulent” prongs of the UCL. 127. The UCL prohibits any “unlawful, unfair or fraudulent business act or practice.” Violation of California’s False Advertising Law, CAL. BUS. & PROF. CODE § 17500, et seq. (By Plaintiffs Silver and Marshall, on Behalf of the California Class) 135. Plaintiffs Silver and Marshall repeat each and every allegation contained in the paragraphs above and incorporates such allegations by reference herein. 136. Plaintiffs Silver and Marshall bring this claim on behalf of the California Class for violation of the FAL. 137. The FAL prohibits making any false or misleading advertising claim. CAL. BUS. & Violation of California’s Unfair Competition Law, CAL. BUS. & PROF. CODE § 17200, et seq. Unlawful Conduct Prong (By Plaintiffs Silver and Marshall, on Behalf of the California Class) 113. Plaintiffs Silver and Marshall repeat each and every allegation contained in the paragraphs above and incorporates such allegations by reference herein. 114. Plaintiffs Silver and Marshall bring this claim on behalf of the California Class for violation of the “unlawful” prong of California’s Unfair Competition Law, CAL. BUS. & PROF. CODE § 17200 et seq. (the “UCL”). 115. The UCL prohibits any “unlawful, unfair or fraudulent business act or practice.”

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(Violation of the Rosenthal FDCPA) (Violation of the FDCPA) 18. Sometime after November 9, 2016, Plaintiff received her first collection notice dated November 9, 2016 (hereinafter referred to as “Validation Notice”) from Defendant, attempting to collect a debt in the amount of $10,024.42. The debt was allegedly owed to American Express Co. A copy of the Validation Notice is attached hereto as Exhibit 1, and is incorporated herein by reference. 19. Defendant’s Validation Notice does not state that the $10,024.42 debt is increasing due to accruing interest, late charges, or other fees. In fact, Defendant’s Validation Notice is completely devoid of any language that would either confirm or deny the existence of acquiring interest, late charges, or other fees. 20. Sometime after December 14, 2016, Plaintiff received a second collection notice, dated December 14, 2016, from Defendant attempting to collect a debt in the amount of $10,218.43. The debt increased from $10,024.42 to $10,218.43. 21. Upon information and belief, Defendant was either charging daily accruing interest, late charges, or other fees, which increased the total amount owed. 22. Upon information and belief, Defendant’s debt collection practice is largely automated and utilizes standardized form letters or templates. 23. Plaintiff brings this action on his own behalf, and on behalf of all others similarly situated. 40. Plaintiff re-alleges all paragraphs above, as if fully set forth herein. 41. Defendant violated 15 U.S.C. section 1692g(a)(1) because its Validation Notice failed to clearly state the amount of the debt. Defendant failed to clearly state the amount of the debt because it failed to disclose that the debt was subject to daily accruing interest, late charges, or other fees. It is well established that a debt collector, who attempts to collect accruing interest, late charges, or other fees on a debt, must use some type of safe harbor language informing the debtor that the debt increases due to daily accruing interest, late charges, or other fees. See Akram v. California Business Bureau Inc., 2016 WL 7029262 (S.D. Cal. Oct. 3, 2016); Chuway v. National Action Financial Services, Inc., 362 F.3d 944, 949 (7th Cir. 2004); Miller v. McCalla, Raymer, Padrick, Cobb, Nichols, & Clark, L.L.C., 214 F.3d 872, 876 (7th Cir. 2000); Dragon v. I.C. System, Inc., 483 F.Supp.3d 198, 203 (D. Conn. 2007). 46. Plaintiff re-alleges all paragraphs above, as if fully set forth herein. 47. Any violation of the FDCPA is a violation of California Civil Code section 1788.17, also known as the Rosenthal FDCPA, because section 1788.17 incorporates the FDCPA. 48. Defendant violated Civil Code section 1788.17 because it violated 15 U.S.C. sections 1692e, 1692e(2)(A) and 1692e(10), and 1692g(a)(1), as discussed above. 49. The Ninth Circuit has ruled that the Rosenthal FDCPA incorporates the FDCPA’s class action damages provision in 15 U.S.C. section 1692k(a)(2)(B) via California Civil Code section 1788.17. See Gonzales v. Arrow Fin. Servs., LLC, 660 F.3d 1055, 1066 (9th Cir. 2011) 50. As a result of each and every violation of the Rosenthal FDCPA, Plaintiff has suffered actual damages and harm resulting from Defendant’s actions as heretofore alleged, including but not limited to worry, emotional distress, anxiety, and humiliation, the exact amount of which is to be proven at trial. 51. As a result of each and every violation of the Rosenthal FDCPA, Plaintiff incurred additional actual damages including, but not limited to, transportation and gasoline costs to the law firm, telephone call charges, copies, postage, and other damages.

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