Governing Law & Jurisdiction

1. Purpose & Scope

This Governing Law and Jurisdiction Agreement (the "Agreement") establishes the legal framework applicable to all commercial relationships, contracts, terms of service, and transactions between Cup Source ("we," "us," or "our") and our clients, suppliers, affiliates, and third-party partners (collectively, "Client"). By engaging with Cup Source, purchasing products, or utilizing our services, the Client expressly agrees to be bound by the terms outlined herein.

2. Governing Law

All agreements, orders, invoices, website terms, and communications between the Client and Cup Source 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 laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded from applying to any disputes arising from or related to this Agreement.

3. Exclusive Venue & Jurisdiction

Any legal action, proceeding, or claim arising out of or relating to this Agreement, the Client's use of Cup Source's products, or any breach thereof, shall be brought exclusively in the federal or state courts located in New Castle County, Delaware. Both parties hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to inconvenience of forum.

4. Dispute Resolution & Arbitration

4.1 Mandatory Binding Arbitration

Except as expressly permitted below, any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and shall be conducted by a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.

4.2 Class Action Waiver

All claims shall be resolved on an individual basis. Neither party may initiate, participate in, or consolidate claims in a class action, private attorney general action, or representative proceeding. If a court determines this waiver is unenforceable, the entire arbitration provision shall be severed and deemed invalid.

4.3 Exceptions

Either party may pursue claims in small claims court if the claim qualifies under applicable jurisdictional limits. Cup Source reserves the right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, trade secrets, or confidential information.

5. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent. The remaining provisions shall remain in full force and effect.

6. Entire Agreement & Amendments

This document constitutes the complete and exclusive statement of the governing law and jurisdiction applicable to our commercial relationship. It supersedes all prior or contemporaneous understandings, oral or written. No modification, amendment, or waiver of any provision shall be valid unless in writing and signed by an authorized representative of Cup Source. Failure or delay in exercising any right shall not constitute a waiver.

7. Legal Inquiries & Contact

For questions regarding this Governing Law & Jurisdiction Agreement, contract compliance, or formal legal notices, please contact our corporate legal department: