Governing Law and Forum for Disputes. This Agreement shall be interpreted in accordance with the laws of the State of Texas. The parties agree that any dispute arising hereunder shall be subject to final and binding arbitration conducted pursuant to the rules of the American Arbitration Association and the arbitration shall take place in Austin, Texas; provided that following a Change of Control, either party may, at their discretion, seek to resolve a dispute arising hereunder through arbitration, as described above, or by filing suit subject to the jurisdiction and venue provisions described below. The parties further agree that all disputes and/or proceedings which are not subject to final and binding arbitration or to enforce the results of such arbitration shall be submitted to the District Court of Xxxxxx County, Texas, which shall have exclusive jurisdiction and venue of any such dispute and/or proceeding and, also, shall have jurisdiction to enter any and all equitable relief ancillary to any such proceeding. The Executive acknowledges that a material portion of the business of the Company is conducted in Texas, and consents to the jurisdiction of, and service of process by, such court. Executive understands and agrees that the arbitration shall be instead of any jury trial ------------------------------------------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the Commission pursuant to Rule 406. 13 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496 and that the arbitrator's decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. Each party will split the cost of the arbitration filing and hearing fees, and the cost of the arbitrator; each side will bear its own attorneys' fees; that is, the arbitrator will not have authority to award attorneys' fees UNLESS a statutory section at issue in the dispute authorizes the award of attorneys' fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The only claims or disputes not covered by this paragraph are disputes related to (i) claims for benefits under the unemployment insurance or workers' compensation laws, and (ii) issues affecting the validity, infringement or enforceability of any trade secret or patent rights held or sought by the Company or which the Company could otherwise seek and (iii) issues pertaining to the validity, enforceability or breach of Sections 6 or 8 of this Agreement; in the foregoing cases such claims or disputes shall not be subject to arbitration and will be resolved pursuant to applicable law.
Appears in 1 contract
Samples: Employment Agreement (Hoovers Inc)
Governing Law and Forum for Disputes. This Agreement TOS shall be interpreted governed by and construed in accordance with the laws of the State of TexasCalifornia, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this TOS shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS“) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The parties agree that any dispute arising hereunder shall be subject to final and binding arbitration conducted pursuant to the rules of the American Arbitration Association and prevailing party in the arbitration shall take place be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in Austin, Texas; provided that following connection therewith. Judgment upon the award so rendered may be entered in a Change court having jurisdiction or application may be made to such court for judicial acceptance of Control, either party may, at their discretion, seek to resolve a dispute arising hereunder through arbitrationany award and an order of enforcement, as described abovethe case may be. Notwithstanding the foregoing, or by filing suit subject to the jurisdiction and venue provisions described below. The parties further agree that all disputes and/or proceedings which are not subject to final and binding arbitration or to enforce the results of such arbitration shall be submitted to the District Court of Xxxxxx County, Texas, which each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this TOS, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California and the state courts located in San Francisco County, California. Use of SavvyMoney's Website and the Program are not authorized in any such dispute and/or proceeding andjurisdiction that does not give effect to all provisions of this TOS (including without limitation, alsothis section). You understand that, shall have jurisdiction in return for agreement to enter any this provision, SavvyMoney is able to offer the Website and all equitable relief ancillary Program at the terms set forth in this TOS, and that Your assent to this provision is an indispensable consideration to this TOS. You also acknowledge and understand that, this provision governs with respect to any such proceeding. The Executive acknowledges that a material portion dispute with SavvyMoney, its officers, directors, employees, agents or affiliates, arising out of or relating to Your use of the business of the Company is conducted in TexasWebsite or Program or arising from this TOS. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, and consents to the jurisdiction ofAS A PRIVATE ATTORNEY GENERAL, and service of process byOR IN ANY OTHER REPRESENTATIVE CAPACITY, such court. Executive understands and agrees that the arbitration shall be instead of any jury trial ------------------------------------------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the Commission pursuant to Rule 406. 13 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496 and that the arbitrator's decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. Each party will split the cost of the arbitration filing and hearing feesOR TO PARTICIPATE AS A REGISTERED USER OF A CLASS OF CLAIMANTS, and the cost of the arbitrator; each side will bear its own attorneys' fees; that is, the arbitrator will not have authority to award attorneys' fees UNLESS a statutory section at issue in the dispute authorizes the award of attorneys' fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The only claims or disputes not covered by this paragraph are disputes related to (i) claims for benefits under the unemployment insurance or workers' compensation laws, and (ii) issues affecting the validity, infringement or enforceability of any trade secret or patent rights held or sought by the Company or which the Company could otherwise seek and (iii) issues pertaining to the validity, enforceability or breach of Sections 6 or 8 of this Agreement; in the foregoing cases such claims or disputes shall not be subject to arbitration and will be resolved pursuant to applicable lawIN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
Appears in 1 contract
Samples: Terms of Service
Governing Law and Forum for Disputes. This Agreement shall be interpreted governed by and construed in accordance with the laws of the State of TexasCalifornia, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The parties agree that any dispute arising hereunder shall be subject to final and binding arbitration conducted pursuant to the rules of the American Arbitration Association and prevailing party in the arbitration shall take place be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in Austin, Texas; provided that following connection therewith. Judgment upon the award so rendered may be entered in a Change court having jurisdiction or application may be made to such court for judicial acceptance of Control, either party may, at their discretion, seek to resolve a dispute arising hereunder through arbitrationany award and an order of enforcement, as described abovethe case may be. Notwithstanding the foregoing, or by filing suit subject to the jurisdiction and venue provisions described below. The parties further agree that all disputes and/or proceedings which are not subject to final and binding arbitration or to enforce the results of such arbitration shall be submitted to the District Court of Xxxxxx County, Texas, which each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of SavvyMoney's Website and the Program are not authorized in any such dispute and/or proceeding andjurisdiction that does not give effect to all provisions of this Agreement (including without limitation, alsothis section). You understand that, shall have jurisdiction in return for agreement to enter any this provision, SavvyMoney is able to offer the Program at the terms designated, and all equitable relief ancillary that Your assent to this provision is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with SavvyMoney, its officers, directors, employees, agents or affiliates, arising out of or relating to Your use of the Program or this Agreement: YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A REGISTERED USER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE. If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on this Site, please notify SavvyMoney, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For Your complaint to be valid under the DMCA, You must provide the following information in writing: An electronic or physical signature of a person authorized to act on behalf of the copyright owner; Identification of the copyrighted work that You claim is being infringed; Identification of the material that is claimed to be infringing and where it is located on the Site; Information reasonably sufficient to permit SavvyMoney to contact You, such proceedingas Your address, telephone number, and e-mail address; A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and A statement, made under penalty of xxxxxxx, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner. The Executive acknowledges that a material portion of the business of the Company is conducted in Texasabove information must be submitted to: SavvyMoney, and consents Inc. 0000 Xxxxxxxxxx Xxxx Xx Xxxxx 000 Pleasanton CA 94588 or sent to the jurisdiction of, and service of process by, such court. Executive understands and agrees that the arbitration shall be instead of any jury trial ------------------------------------------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the Commission pursuant to Rule 406. 13 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496 and that the arbitrator's decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. Each party will split the cost of the arbitration filing and hearing fees, and the cost of the arbitrator; each side will bear its own attorneys' fees; that is, the arbitrator will not have authority to award attorneys' fees UNLESS a statutory section at issue in the dispute authorizes the award of attorneys' fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The only claims or disputes not covered by this paragraph are disputes related to (i) claims for benefits under the unemployment insurance or workers' compensation laws, and (ii) issues affecting the validity, infringement or enforceability of any trade secret or patent rights held or sought by the Company or which the Company could otherwise seek and (iii) issues pertaining to the validity, enforceability or breach of Sections 6 or 8 of this Agreement; in the foregoing cases such claims or disputes shall not be subject to arbitration and will be resolved pursuant to applicable law.xxxxxxxxx@xxxxxxxxxx.xxx
Appears in 1 contract
Samples: Terms of Service
Governing Law and Forum for Disputes. This Agreement Agreement, and your relationship with MDG under this Agreement, shall be interpreted in accordance with governed by the laws of the State of TexasDelaware without regard to its conflict or choice of law provisions. The parties agree that any Any dispute with MDG, or its officers, directors, employees, agents or affiliates, arising hereunder under or in relation to this Agreement shall be subject to final and binding arbitration conducted pursuant to resolved exclusively through the rules small-claims court of the American Arbitration Association and the arbitration shall take place in Austin, Texas; provided that following a Change of Control, either party may, at their discretion, seek to resolve a dispute arising hereunder through arbitration, as described above, or by filing suit subject to the jurisdiction and venue provisions described below. The parties further agree that all disputes and/or proceedings which are not subject to final and binding arbitration or to enforce the results of such arbitration shall be submitted to the District Superior Court of Xxxxxx CountyDelaware, Texas, which shall have exclusive jurisdiction and venue of any such dispute and/or proceeding and, also, shall have jurisdiction except with respect to enter any and all equitable imminent harm requiring temporary or preliminary injunctive relief ancillary to any such proceeding. The Executive acknowledges that a material portion of the business of the Company is conducted in Texas, and consents to the jurisdiction of, and service of process by, such court. Executive understands and agrees that the arbitration shall be instead of any jury trial ------------------------------------------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the Commission pursuant to Rule 406. 13 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496 and that the arbitrator's decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. Each party will split the cost of the arbitration filing and hearing fees, and the cost of the arbitrator; each side will bear its own attorneys' fees; that is, the arbitrator will not have authority to award attorneys' fees UNLESS a statutory section at issue in the dispute authorizes the award of attorneys' fees to the prevailing party, in which case MDG may seek such relief in any court with jurisdiction over the arbitrator has authority parties. You understand that, in return for agreement to make such award as permitted by this provision, MDG is able to offer the statute in question. The only claims or disputes not covered by service at the terms designated and that your assent to this paragraph are disputes related provision is an indispensable consideration to (i) claims for benefits under the unemployment insurance or workers' compensation laws, and (ii) issues affecting the validity, infringement or enforceability of any trade secret or patent rights held or sought by the Company or which the Company could otherwise seek and (iii) issues pertaining to the validity, enforceability or breach of Sections 6 or 8 of this Agreement. You also acknowledge and understand that, with respect to any dispute with MDG, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the service or this Agreement: YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; in the foregoing cases such claims or disputes shall and YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE. ANY CLAIM ARISING IN ANY WAY OUT OF THIS AGREEMENT WILL BE GOVERNED BY DELAWARE LAW. EITHER YOU OR MDG MAY ELECT THAT ANY SUCH CLAIM BE RESOLVED SOLELY BY BINDING ARBITRATION UNDER THE RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS-ACTION BASIS (not be subject applicable to arbitration and will be resolved pursuant to applicable lawresidents of Canada).
Appears in 1 contract
Governing Law and Forum for Disputes. This Agreement shall be interpreted in accordance with the laws of the State of Texas. The parties agree that any dispute arising hereunder shall be subject to final and binding arbitration conducted pursuant to the rules of the American Arbitration Association and the arbitration shall take place in Austin, Texas; provided that following a Change of Control, either party may, at their discretion, seek to resolve a dispute arising hereunder through arbitration, as described above, or by filing suit subject to the jurisdiction and venue provisions described below. The parties further agree that all disputes and/or proceedings which are not subject to final and binding arbitration or to enforce the results of such arbitration shall be submitted to the District Court of Xxxxxx County, Texas, which shall have exclusive jurisdiction and venue of any such dispute and/or proceeding and, also, shall have jurisdiction to enter any and all equitable relief ancillary to any such proceeding. The Executive acknowledges that a material portion of the business of the Company is conducted in Texas, and consents to the jurisdiction of, and service of process by, such court. Executive understands and agrees that the arbitration shall be instead of any jury trial ------------------------------------------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the Commission pursuant to Rule 406. 13 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496 and that the arbitrator's decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. Each party will split the cost of the arbitration filing and hearing fees, and the cost of the arbitrator; each side will bear its own attorneys' fees; that is, the arbitrator will not have authority to award attorneys' fees UNLESS a statutory section at issue in the dispute authorizes the award of attorneys' fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The only claims or disputes not covered by this paragraph are disputes related to (i) claims for benefits under the unemployment insurance or workers' compensation laws, and (ii) issues affecting the validity, infringement or enforceability of any trade secret or patent rights held or sought by the Company or which the Company could otherwise seek and (iii) issues pertaining to the validity, enforceability or breach of Sections 6 or 8 of this Agreement; in the foregoing cases such claims or disputes shall not be subject to arbitration and will be resolved pursuant to applicable law.
Appears in 1 contract
Samples: Employment Agreement (Hoovers Inc)
