READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Governing Law
All matters relating to the Site or these Terms and any Disputes (as defined below) will be governed in all respects by the laws of the United States and the laws of the State of Delaware, without respect to conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, "FAA") governs the interpretation and enforcement of the Binding Arbitration provision below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable law. If the FAA is found to not apply to any issue that arises from or relates to the Binding Arbitration provision, then that issue will be resolved under and governed by the law of the U.S. state where you live (if applicable) or the jurisdiction mutually agreed upon in writing by the parties. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights, or other proprietary rights, as set forth in the Binding Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that the Santa Clara County, California is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Binding Arbitration provision below is found to be unenforceable.
If there is a conflict between the English and any non-English versions of these Terms, you and NVIDIA agree that the English version of these Terms will govern to the extent not prohibited by local law in your jurisdiction.
Informal Resolution
If you or NVIDIA have any dispute, claim or controversy arising out of or relating to the Site or these Terms ("Dispute"), we each agree to work in good faith to resolve the Dispute informally. If you have a Dispute, you must first contact NVIDIA and give NVIDIA an opportunity to resolve it by contacting NVIDIA by mail at NVIDIA Corporation, ATTN: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051. Either you or NVIDIA may seek to have a Dispute resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or NVIDIA may seek to have a Dispute resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence at any time before an arbitrator is appointed, and you may also bring a Dispute in small claims court in the Superior Court of California, County of Santa Clara.
Binding Arbitration
You and NVIDIA agree all Disputes will be resolved by arbitration administered by the office of Judicial Arbitration and Mediation Services (“JAMS”) under its Comprehensive Arbitration Rules and Procedures then in effect for JAMS. If the amount of the Dispute is less than $10,000, then JAMS’ Optional Expedited Arbitration Rules and Procedures will apply. The dispute (including whether the claims asserted are arbitrable) will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. If there is any conflict between this section and any procedural or other rules issued by the administrator, this section will control. Except as required by applicable law or court order, you and NVIDIA agree to maintain confidentiality (and request the arbitrator to maintain confidentiality) of all aspects and outcomes of the arbitration, except a party may disclose information regarding the arbitration to (i) enforce this clause or an arbitration award or (ii) seek provisional remedies from a court of competent jurisdiction. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages greater than the amount, or other than the types, allowed by this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. You and NVIDIA agree the arbitration award will be final and binding without appeal or review except as permitted by governing law. The arbitration proceedings will take place in Santa Clara County, California and be conducted in English. You and NVIDIA agree nothing in this section will limit the right of either party to apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.
If this arbitration provision is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the arbitration provision, which shall remain in force, or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the arbitration. Notwithstanding the foregoing, if the Class Action, Representative Action & Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this arbitration provision shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
Class Action, Representative Action & Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS NVIDIA AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S DISPUTES. YOU AND NVIDIA AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL DISPUTE(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND NVIDIA AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NVIDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Right to Opt-Out
You may opt-out of the foregoing jury trial, class action, arbitration, and collective or consolidated proceeding waiver provisions by notifying NVIDIA in writing within 30 days of commencement of use of the Site or within 30 days of any future change NVIDIA may make to the arbitration provisions in these Terms. Such written notification must be sent by mail to NVIDIA Corporation, Attn: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051 and must include (1) your name, (2) your address, (3) the reference to NVIDIA’s website as the service to which the notice relates, and (4) a clear statement indicating that you do not wish to resolve disputes through arbitration and demonstrating compliance with the 30-day time limit to opt-out. Any opt-out notification received after the opt-out deadline or not including the required items noted in (1)-(4) in the preceding sentence will not be valid and you will be required to pursue your Dispute in arbitration or small claims court. Opting out of this dispute resolution procedure will not affect the terms and conditions of these Terms, which still apply to you. If you opt-out of any future change NVIDIA may make to the arbitration provisions in these Terms, the most recent version of such change before the change you rejected will apply.