Last Updated: October 19, 2021
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 17 BELOW (AND SUBJECT TO THE EXCEPTIONS SET FORTH THEREIN), REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
- Acceptance of Terms. By using the Site, you agree to the terms of this Agreement and to any additional terms, conditions, rules and guidelines that we post on the Site, or otherwise make available to you. This Agreement hereby incorporates by this reference any such additional terms, conditions, rules and guidelines. We may make changes to this Agreement from time to time, and we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. Your use of the Site following any changes to this Agreement will constitute your acceptance of those changes. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. We may, at any time and without liability, modify or discontinue all or part of the Site; refuse to provide any user with access to the Site; charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.
- Jurisdiction. The Site is controlled and/or operated from the United States, and is not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. If you use the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
- No Legal Advice. We provide users of the Site with access to general information about us, and to related materials and services, including: (a) information and other materials such as newsletters, blogs, legal updates, articles, attorney profiles, event details, videos, photos, text, data and other similar content; and (b) services such as event registration, subscription management, research tools, video players and links to third-party websites (such information, materials and services made available in connection with the Site, collectively, the “Services”).
WHILE THE INFORMATION ON THE SITE MAY CONCERN LEGAL ISSUES, SUCH INFORMATION IS PROVIDED FOR EDUCATIONAL PURPOSES ONLY. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE. MOREOVER, USE OF THE SITE IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A SOLICITATION FOR THE FORMATION OF AN ATTORNEY-CLIENT RELATIONSHIP; NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED THROUGH YOUR USE OF THE SITE. MOREOVER, NEITHER RECEIPT OF ANY SERVICES, NOR ANY E-MAIL OR OTHER COMMUNICATION SENT THROUGH THIS SITE, WILL CREATE AN ATTORNEY-CLIENT RELATIONSHIP, AND NO SUCH E-MAIL OR COMMUNICATION WILL BE TREATED AS CONFIDENTIAL. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF THE SITE WITHOUT SEEKING LEGAL ADVICE OF COUNSEL IN THE RELEVANT JURISDICTION(S). WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY SERVICES. FURTHER, NO VIEWS EXPRESSED IN CONNECTION WITH ANY BLOGS AVAILABLE IN CONNECTION WITH THE SITE SHALL BE ATTRIBUTED TO LEWIS KOHN & WALKER LLP OR ITS AFFILIATED ENTITIES, OR ITS OR THEIR ATTORNEYS OR CLIENTS.
- Information You Submit Through the Site. You represent and warrant that all information you provide in connection with the Site is and will remain true, accurate and complete, and you will maintain and update such information regularly as needed. If you choose to make any of your personally identifiable or other information publicly available on, through or in connection with the Site, you do so at your own risk.
- Rules of Conduct. While using the Site you must comply with all applicable laws, rules and regulations. In addition, we expect users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this Section 5; your failure to comply with such rules may result in termination of your right to use the Site pursuant to Section 17 below. You agree that you will not:
- Use the Site for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
- Harvest or collect information about other users of the Site.
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portions of the Site; or violate any requirements, procedures, policies or regulations of such servers or networks.
- Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or that otherwise fail or may fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is or is potentially harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
- Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
- Reproduce, duplicate, copy, modify, adapt, translate, create derivative works of, sell, resell, lease, loan, timeshare or otherwise exploit any portion of, use of or access to the Site, without our express prior written consent.
- Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
- Frame or mirror any part of the Site, or otherwise incorporate any portion of the Site into any product or service, without our express prior written consent.
- Systematically download or store Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, we grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Site for the sole purpose of, and solely to the extent necessary, for creating publicly-available, searchable indices of such materials, but not caches or archives of such materials, solely in connection with each operator’s public online search service. We reserve the right to revoke these exceptions either generally or in specific instances.
- Registration. You may need to register to use all or part(s) of the Site. We may decline your request to register for any reason. In the event we accept your registration request, we may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Site account.
- Profiles and Forums. Site visitors may make available certain materials (each, a “Submission”) through or in connection with the Site, including on the Site’s interactive services, such as blogs, message boards and other forums, and commenting and other messaging functionality. We have no control over, and are not responsible for, any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.
- License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this Section 8, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
- Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Site, or monitor or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
- Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.
- Our Proprietary Rights. As between you and us, we own the Site, including all information, materials and other Services available through the Site. The Site may be protected by copyright, trademark, patent and/or other proprietary rights and laws.
Our trade names, trademarks and service marks include, but are not limited to, Lewis Kohn & Walker LLP, Lewis Kohn, Lewis | Kohn, Lewis | Kohn, lewiskohn.com, and any associated trademarks, service marks, and logos. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any license or right to use any trade names, trademarks, service marks or logos without express prior written consent of the owner.
PLEASE NOTE THAT UNAUTHORIZED USE OF THE SITE, INCLUDING ANY SOFTWARE USED BY THE SITE, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES (INCLUDING POSSIBLE MONETARY DAMAGES), INCLUDING FOR COPYRIGHT INFRINGEMENT.
- Third-Party Materials and/or Links. Certain Site functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third-Party Materials, including via links (“Links”). By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials.
We are not responsible for and do not control or endorse any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third-Party Materials. We have no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third-Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS).
Other sites may link to the Site with or without our authorization; no such linking implies our endorsement of, or our affiliation with, any such site, and we may block any links to or from the Site at any time. Additionally, we may provide tools to allow you to link to the Site directly from a third-party site; if you do link to the Site (whether using such tools or otherwise), you agree that you will disable and remove any such link promptly upon our request.
- Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SITE AND ANY SERVICES, THIRD PARTY MATERIALS AND OTHER INFORMATION AND MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SITE AND ANY SERVICES, THIRD PARTY MATERIALS AND OTHER INFORMATION AND MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION 13 AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF US AND OUR AFFILIATED AND ASSOCIATED ENTITIES, AND OUR AND THEIR RESPECTIVE partners, members, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SITE, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE SITE, AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SITE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE.
While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alterations, please contact us at once with a description of such alterations and the location(s) on the Site.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, under any contract, torT (including NEGLIGENCE), strict liability or other theory, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF Submissions, OR UNAUTHORIZED INTERCEPTION OF ANY Submissions BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF the possibility of SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF or inability to use THE SITE OR FROM ANY SERVICES, third party materials or other INFORMATION OR MATERIALS ON THE SITE, including from any virus that may be transmitted in CONNECTION therewith; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE or any SERVICES, third party materials OR OTHER INFORMATION OR MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE IS TO STOP USING THE SITE; AND (D) OUR MAXIMUM aggregate LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE THE GREATER OF (i) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SITE, AND (ii) TEN U.S. DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION 14 AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF US AND OUR AFFILIATED ENTITIES, AND OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.
- Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold us and our Affiliated Entities, and our and their respective successors and assigns, harmless from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) any use of, or activities in connection with, the Site (including all Submissions) by or on behalf of you, or using your Site account, or (b) any violation or alleged violation of this Agreement by you.
- Termination. This Agreement is effective until terminated. We may, at any time and for any reason (including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement), terminate or suspend your access to or use of: (a) the Site, (b) your user name and password, or (c) any files, information or materials associated with your user name and password. Upon any such termination or suspension, your right to use the Site will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated files and information. If we terminate or suspend your use of the Site, you hereby waive any claims against us or our Affiliated Entities with respect to such termination or suspension. We and our Affiliated Entities shall not be liable for any termination or suspension of your access to the Site or to any such files, information or materials, and (except as may be required under mandatory applicable law) shall not be required to make such files, information or materials available to you after any such termination or suspension. We may take steps that we believe are appropriate to enforce or verify compliance with any part of this Agreement (including our right to cooperate with any legal process relating to your use of the Site or any third-party claim that your use of the Site is unlawful or infringes such third party’s rights). Sections 2–9 and 11–22 shall survive any expiration or termination of this Agreement.
- Governing Law; Dispute Resolution. If you are a resident of the United States or any claim or dispute in connection with this Agreement or your use of the Site (each, a “Dispute”) arises in connection with your use of (including access to) the Site while in the United States, or if you are an Organization or an individual using the Site on behalf of, or for the benefit of, an Organization, the following will apply: The terms of this Agreement and any applicable Dispute are governed by and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law or the U.N. Convention on Contracts for the International Sale of Goods. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND LEWIS KOHN & WALKER LLP, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT YOU AND LEWIS KOHN & WALKER LLP ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures, as amended by this Agreement. The JAMS Streamlined Arbitration Rules & Procedures are available online at https://www.jamsadr.com/rules-streamlined-arbitration/. In connection with such arbitration: (a) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate, (b) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (c) if the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator; provided, however, that to the extent (and only to such extent) the applicable arbitration rules expressly provide otherwise, such arbitration rules will supersede subsections (a)-(c) of this Section 17. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
Subject to the paragraph below, if you are not a resident of the United States and the applicable Dispute does not arise in connection with your use of (including access to) the Site while in the United States, and if you are neither an Organization nor an individual using the Site on behalf of, or for the benefit of, an Organization, the following will apply: The terms of this Agreement and any Dispute are governed by and shall be construed in accordance with the laws of the United States and the State of California, U.S.A., without regard to its principles of conflicts of law or the U.N. Convention on Contracts for the International Sale of Goods. You agree to the exclusive jurisdiction of the federal and state courts located in San Diego, California, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.