General
In the event of any controversy arising out of or relating to the Agreement, the Parties will attempt to reach a mutually beneficial resolution. All negotiations pursuant thereunder will be held in strict confidence and treated as compromise and settlement negotiations for all purposes, including rules of evidence of applicable jurisdictions.
In the event the Parties cannot achieve an unaided amicable resolution within thirty (30) days, either Party may pursue relief pursuant to the below Terms. The applicable governing law provision is based on Your country of incorporation.
The Parties hereto consent and agree to submit to the exclusive jurisdiction of such tribunal. Each of the Parties hereto agrees not to assert any claim that such party is not subject to any legal process, litigation or other proceeding commenced in such forum as inconvenient.
United States of America, Canada or the Middle East (not including Israel):
This Agreement shall be governed by, and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York. Each of the Parties to this Agreement consents and agrees that any action to enforce this Contract or any dispute whether such dispute arises in law or equity, arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the Southern District of New York or any New York State Court sitting in New York City.
European Union or United Kingdom
This Agreement shall be governed by the substantive laws of Switzerland, without regard to conflict of laws rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Any dispute, controversy, or claim arising out of, or in relation to, this Agreement, including regarding the validity, invalidity, breach, or termination thereof, shall be referred to and resolved by arbitration administered by the International Chamber of Commerce (“ICC”) in accordance with the Rules of International Arbitration of the ICC in force on the date on which the Notice of Arbitration is submitted, which are deemed to be incorporated by reference in this clause. The parties shall mutually agree on the number of arbitrators and the seat of the arbitration shall be in Switzerland. The arbitral proceedings shall be conducted in English. All awards and procedural orders from the arbitral tribunal shall be final and binding.
Australia
Insofar as any Services are provided to Customers in or into Australia, the Contract shall be governed by and construed in accordance with the laws of Victoria, Australia. You submit to the jurisdiction of the courts of Victoria with respect to any legal proceedings which may be initiated in connection with this Contract.
Catch-all
If You are incorporated anywhere but the above-referenced jurisdictions, this Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Israel, without reference to conflict of laws principles. You hereby irrevocably subject yourself to the exclusive jurisdiction of the courts located in the district of Tel-Aviv, Israel in connection with any action or controversy relating to the Software, or this Agreement.
