Governing Law

13.1 Governing Law

These Terms of Service, and any disputes or claims arising out of or in connection with them or with your use of the JobSphere platform (including non-contractual disputes), 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 or rules that would apply the laws of another jurisdiction.

For users located outside of the United States, the governing law provision shall still apply unless specifically prohibited by local law. In such cases, the laws of your country of residence may apply to the extent required by mandatory local legislation, but to the fullest extent permissible, Delaware law shall remain the primary governing framework.

Applicability to All Users

This governing law provision applies equally to all users of the JobSphere platform, including but not limited to:

• Candidates and Job Seekers — individuals creating profiles, searching for jobs, and applying to positions through the JobSphere platform.
• Employers and Companies — organizations posting job listings, managing applications, and conducting recruitment activities through JobSphere.
• Administrative Users — individuals with administrative or editorial access to the JobSphere platform.
• API Users — any third-party services or applications accessing JobSphere data through our Application Programming Interface.

13.2 Jurisdiction

You and JobSphere each irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, New Castle County, Delaware, for the purpose of any action or proceeding arising out of or relating to these Terms or your use of the JobSphere platform. Both parties waive any objection to the laying of venue of any such action or proceeding in the foregoing courts and further irrevocably waive and agree not to plead or claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

International Users

For users residing outside the United States, the exclusive jurisdiction provision shall apply to the fullest extent permitted by applicable law. If mandatory local laws require that certain disputes be resolved in local courts, such requirements shall apply only to the extent specifically mandated, and shall not be construed as a waiver of JobSphere's right to enforce the exclusive jurisdiction clause in all other respects.

13.3 Dispute Resolution

Before initiating any legal proceedings, both parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the JobSphere platform through a structured dispute resolution process.

Step 1: Informal Resolution

You agree to first contact JobSphere's legal or customer support team at legal@jobsphere.com to describe the nature of your dispute. JobSphere will endeavor to respond within five (5) business days and make commercially reasonable efforts to resolve the dispute informally.

Step 2: Formal Negotiation

If informal resolution is unsuccessful, both parties agree to engage in good-faith negotiations for a period of not less than thirty (30) calendar days from the date of the initial written notice of dispute. During this period, neither party shall initiate formal legal proceedings, except where such proceedings are necessary to prevent irreparable harm or where mandated by applicable law.

Step 3: Mediation

If negotiations fail to resolve the dispute, either party may request non-binding mediation administered by a mutually agreed-upon mediation service or the American Arbitration Association (AAA). The mediation shall be conducted in Wilmington, Delaware, or by telephone/video conference if mutually agreed. Costs of mediation shall be shared equally between the parties, unless otherwise agreed.

Step 4: Binding Arbitration or Litigation

If mediation does not result in a resolution, the dispute shall be resolved through binding arbitration as described in Section 13.4, unless the dispute falls within the exceptions outlined in Section 13.7.

13.4 Arbitration

Any dispute not resolved through the dispute resolution process described in Section 13.3 shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes, as modified by these Terms.

Arbitration Procedures

• Arbitrator Selection: The arbitrator shall be selected in accordance with the AAA Commercial Arbitration Rules. The arbitrator shall have experience in handling technology and internet-related disputes.
• Location: Arbitration proceedings shall be held in Wilmington, Delaware, unless both parties agree otherwise or the AAA determines an alternative location is appropriate.
• Discovery: Discovery shall be limited to the exchange of relevant documents and information directly related to the claims at issue. Depositions shall not be permitted unless the arbitrator determines they are essential.
• Costs: Each party shall bear its own costs and attorneys' fees, except that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party, or as otherwise required by applicable law.
• AAA Filing Fee: JobSphere will pay the AAA filing fee for claims up to $75,000. For claims exceeding $75,000, filing fees shall be allocated in accordance with AAA rules.

Arbitrator Authority

The arbitrator shall have the authority to grant any remedy that would otherwise be available in a court of law, including but not limited to monetary damages, injunctive relief, and declaratory relief. The arbitrator shall enforce these Terms as written and shall not modify or waive any provision except as permitted under applicable law. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.

13.5 Class Action Waiver

BY USING THE JOBSHERE PLATFORM, YOU AND JOBSHERE EACH AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Any dispute, claim, or controversy that is subject to arbitration under these Terms shall be conducted only on an individual basis and not in a consolidated, class, or representative action.

This class action waiver applies to:

1. Class actions in any court or tribunal.
2. Class-wide or representative arbitrations.
3. Any form of consolidated proceedings where multiple claimants are represented as a group.
4. Public prosecutor or government agency actions brought on behalf of the general public (except where such actions are brought to enforce applicable consumer protection laws and cannot be waived under applicable law).

Even if this class action waiver is found to be unenforceable or inapplicable to a particular dispute, the remaining provisions of the arbitration agreement shall continue in full force and effect. The arbitrator shall have no authority to consolidate more than one person's claims or to otherwise preside over any form of class or representative proceedings.

13.6 Opt-Out Rights

If you do not wish to be bound by the arbitration and class action waiver provisions of Section 13.4 and Section 13.5, you may opt out by providing written notice within thirty (30) calendar days of first creating your JobSphere account or first using the JobSphere platform (whichever occurs first).

How to Opt Out

To effectively opt out, you must send a written notice to JobSphere that includes the following information:

• Your full legal name.
• The email address associated with your JobSphere account.
• A clear and unambiguous statement that you wish to opt out of the arbitration and class action waiver provisions of these Terms of Service.

Send your opt-out notice to: JobSphere Legal Department
c/o Opt-Out Notice
1000 North King Street
Wilmington, DE 19801
United States

Or by email to: legal-optout@jobsphere.com

If you opt out, you retain the right to bring claims against JobSphere in a court of law on an individual basis, subject to the governing law and jurisdiction provisions in Sections 13.1 and 13.2.

13.7 Exceptions

Notwithstanding the foregoing provisions of this Section 13, the following categories of disputes shall not be subject to binding arbitration and may be brought in the appropriate court:

1. Small Claims Court: Claims for which the amount in controversy is less than $10,000 may be brought in small claims court in the county or jurisdiction where you reside, without the obligation to arbitrate. If you choose to bring such a claim in court, both parties agree that it will be decided by a judge, not a jury, unless the other party expressly consents to a jury trial.
2. Intellectual Property Claims: Claims related to the ownership, validity, infringement, or misuse of intellectual property rights (including patents, trademarks, trade secrets, copyrights, and domain names) may be brought in a court of law.
3. Injunctive Relief: Claims seeking preliminary or permanent injunctive relief to protect intellectual property rights, trade secrets, or confidential information may be brought in a court of law.
4. Government Enforcement: Nothing in these Terms limits your right to file a complaint with, or seek relief from, any governmental agency, regulator, or self-regulatory organization.
5. Employment Claims: Any claims arising from an employment relationship with JobSphere shall be governed by the applicable employment agreement and may be brought in the appropriate court.
6. Mandatory Legal Claims: Claims that cannot be subjected to arbitration under applicable mandatory law shall be resolved through the court system in accordance with such law.

13.8 Severability

If any provision of this Section 13 (Governing Law) or any portion thereof is held to be unenforceable, invalid, or prohibited by any court or arbitral tribunal, such unenforceability, invalidity, or prohibition shall not affect any other provision of this Section 13 or the Terms of Service as a whole. The remaining provisions shall continue in full force and effect.

Furthermore, if the arbitration provision in Section 13.4 is found to be unenforceable or inapplicable to a particular dispute, the remaining provisions of this Section 13 — including the governing law (Section 13.1), jurisdiction (Section 13.2), and dispute resolution process (Section 13.3) — shall remain in full force and effect. In such event, the dispute shall be resolved in the courts identified in Section 13.2, subject to the governing law identified in Section 13.1.

If the class action waiver in Section 13.5 is found to be unenforceable, the arbitration provision in Section 13.4 shall remain in effect, and the dispute shall be resolved through binding arbitration on an individual basis, unless the arbitrator or court determines that consolidation or class treatment is appropriate under applicable law.

13.9 Contact Information

If you have any questions or concerns about this Governing Law section, or if you wish to initiate the dispute resolution process, please contact JobSphere using the information below: