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#4833-2294-9365.4 <br /> <br /> <br />10 <br />(f) Governing Law; Submission to Jurisdiction. This Agreement is governed <br />by and construed in accordance with the internal laws of the State of California without <br />giving effect to any choice or conflict of law provision or rule that would require or <br />permit the application of the laws of any jurisdiction other than those of the State of <br />Califorina. Any legal suit, action, or proceeding arising out of or related to this <br />Agreement or the licenses granted hereunder will be instituted as set forth in section <br />12(g) or, if subject to an exception thereunder, then in the federal courts of the United <br />States or the courts of the State of California in each case located in Contra Costa County <br />and each Party irrevocably submits to the jurisdiction of such courts in any such suit, <br />action, or proceeding. <br />(g) Binding Arbitration. Except for any disputes, claims, suits, actions, causes <br />of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks <br />to bring an individual action in small claims court or seeks injunctive or other equitable <br />relief for the alleged unlawful use of intellectual property, including, without limitation, <br />copyrights, trademarks, trade names, logos, trade secrets or patents, each Party agrees (a) <br />to waive its respective rights to have any and all Disputes arising from or related to this <br />Agreement and use of Provider’s Services, resolved in a court, and (b) to waive its <br />respective rights to a jury trial. The Parties agree to arbitrate Disputes through binding <br />arbitration (which is the referral of a Dispute to one or more persons charged with <br />reviewing the Dispute and making a final and binding determination to resolve it instead <br />of having the Dispute decided by a judge or jury in court). Each Party agrees that (a) any <br />arbitration will occur in Contra Costa County, in the State of California, (b) arbitration <br />will be conducted confidentially by a single arbitrator in accordance with the Commercial <br />Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the <br />“AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, <br />and (c) that the state or federal courts of the State of California, have exclusive <br />jurisdiction over any appeals and the enforcement of an arbitration award. <br />(h) Assignment. Customer may not assign any of its rights or delegate any of <br />its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of <br />law or otherwise, without the prior written consent of Provider, which consent shall not <br />be unreasonably withheld, conditioned, or delayed. Any purported assignment or <br />delegation in violation of this Section will be null and void. No assignment or delegation <br />will relieve the assigning or delegating Party of any of its obligations hereunder. This <br />Agreement is binding upon and inures to the benefit of the Parties and their respective <br />permitted successors and assigns. Provider may assign this Agreement upon notice to <br />Customer. <br />(i) Export Regulation. Customer shall comply with all applicable federal <br />laws, regulations, and rules, and complete all required undertakings (including obtaining <br />any necessary export license or other governmental approval), that prohibit or restrict the <br />export or re-export of the Services or any Customer Data outside the US. <br />(j) US Government Rights. Each of the Documentation and the software <br />components that constitute the Services is a "commercial item" as that term is defined at <br />48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial