11. Governing Law & Jurisdiction
11.1 Applicable Law
These Terms and Conditions, including any amendments, supplements, or related agreements, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. Any action or proceeding arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
11.2 Jurisdiction & Venue
You and CloudNexus expressly consent to the exclusive jurisdiction and venue of the courts located in New Castle County, Delaware, for the purpose of any action, suit, or proceeding arising out of or relating to these Terms, our services, or your use thereof. Both parties waive any objection to jurisdiction or venue in such courts and agree not to assert any defense based on inconvenient forum.
11.3 Dispute Resolution
Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms through good faith negotiations. If the dispute cannot be resolved informally within thirty (30) days, either party may submit the matter to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
Note: Arbitration proceedings will take place in Wilmington, Delaware, and the decision of the arbitrator(s) will be final and binding. Either party may seek judicial enforcement of an arbitration award in any court of competent jurisdiction.
11.4 Class Action Waiver
By using our services, you agree that any disputes must be resolved on an individual basis. You expressly waive any right to participate in a class action lawsuit, consolidated litigation, or representative proceeding against CloudNexus or its affiliates, officers, directors, employees, or agents. This waiver applies to all claims, whether known or unknown, arising from your relationship with us.
11.5 International Users & Export Compliance
If you are accessing our services from outside the United States, you acknowledge that CloudNexus operates under U.S. jurisdiction and applicable export control laws, including the Export Administration Regulations (EAR). You are responsible for ensuring that your use of our services complies with all local, state, federal, and international laws applicable to your location. CloudNexus reserves the right to restrict or terminate services in jurisdictions where compliance cannot be verified or where local regulations conflict with these Terms.
11.6 Severability
If any provision of this Governing Law section or any related clause in these Terms is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent of the parties.
Questions About This Agreement?
For legal inquiries, compliance questions, or dispute notifications, please contact our Legal & Compliance department.
legal@cloudnexus.io