Contracting OutSystems Company, governing law and jurisdiction

 

Updated: Friday, August 4, 2017 - 09:54 GMT
 
The applicable OutSystems entity with which Company is contracting under this Agreement, to whom Company should direct notices under this Agreement, the governing law applicable to this Agreement, including any lawsuit or disputes arising out of or in connection with it, without giving effect to any choice or conflict of law provision or rule, and which courts can adjudicate any such lawsuit, shall be determined based on where the Company is domiciled in accordance with the following references. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

THE UNITED KINGDOM OR IRELAND
A COUNTRY IN THE BENELUX 
A COUNTRY IN THE AMERICAS
ANY OTHER COUNTRY IN EUROPE, OR AFRICA
A COUNTRY IN THE MIDDLE EAST
AUSTRALIA
JAPAN
ANY OTHER COUNTRY IN ASIA OR THE PACIFIC REGION

IF COMPANY IS DOMICILED IN THE UNITED KINGDOM OR IRELAND:

The company is contracting with: OutSystems Limited, 3rd Floor, Lighterman House, 26-36 Wharfdale Road, London, N1 9RY United Kingdom.

The governing law is: The laws of England and Wales.

The courts having exclusive jurisdiction are: The courts of England and Wales.

IF COMPANY IS DOMICILED IN A COUNTRY IN THE BENELUX:

The company is contracting with: OutSystems Benelux, B.V., Groenewoudsedijk 61, 2nd Floor, 3528 BG Utrecht, Netherlands.

The governing law is: The Dutch law.

The courts having exclusive jurisdiction are: The courts of Utrecht, albeit not until Parties have pursued to the IT Mediation Regulations of the Stichting Geschillenoplossing Automatisering (SGOA) in The Hague. The Parties agree that they will participate in the mediation in good faith, and that they will share equally its costs.

IF COMPANY IS DOMICILED IN: A COUNTRY IN THE AMERICAS:

The company is contracting with: OutSystems, Inc. 5901 Peachtree Dunwoody Road NE, Building C 495,  Atlanta, GA 30328.

The governing law is: The Laws of the State of New York and the federal laws of the USA.

The courts having exclusive jurisdiction are: Any controversy or claim arising out of or relating to this Agreement or contract, or the alleged breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. In the event of a dispute, controversy or claim arising out of or relating in any way to the Agreement, the complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.  The number of arbitrators shall be one. The arbitration shall take place in New York, NY. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

IF COMPANY IS DOMICILED IN ANY OTHER COUNTRY IN EUROPE, OR AFRICA:

The company is contracting with: OutSystems Software em Rede, S.A., Rua Central Park, Ed. 6, 2º A, 2795-242 Linda-a-Velha, Portugal.

The governing law is: The laws of Portugal.

The courts having exclusive jurisdiction are: The courts of Lisbon, Portugal.

IF COMPANY IS DOMICILED IN A COUNTRY IN THE MIDDLE EAST:

The company is contracting with: OutSystems Software LLC, Level 27 The Marina Plaza, Dubai Marina, UAE PO Box 334155.

The governing law is: The laws of the Emirate of Dubai.

The courts having exclusive jurisdiction are: By arbitration in accordance with Rules of Commercial Conciliation and Arbitration (“the Rules”) of the Dubai Chamber of Commerce & Industry, by three arbitrators appointed in compliance with those Rules. The place and venue of arbitration shall be at the premises of the Dubai International Centre, in the Emirate of Dubai and the language of the arbitration shall be the English language.

IF COMPANY IS DOMICILED IN AUSTRALIA:

The company is contracting with: OutSystems Singapore PTE LTD, 8 Temasek Boulevard, #41-01, Suntec Tower Three, Singapore 038988, Singapore.

The governing law is: The Laws of the State of Victoria, Australia.

The courts having exclusive jurisdiction are: By arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force. The Tribunal shall consist of one arbitrator qualified and expert in Australian Law and in the Laws of the State of Victoria, Australia. The language of the arbitration shall be English and the place of the arbitration shall be in Singapore.

IF COMPANY IS DOMICILED IN JAPAN:

The company is contracting with: OUTSYSTEMS Japan KK., Kamiyacho MT Bldg 14th Floor 3-20, Toranomon 4-chome, Minato-ku, Tokyo, 105-0001, Japan.

The governing law is: The Laws of Japan.

The courts having exclusive jurisdiction are: Any claim, cause of action or proceeding ("Dispute") relating to this Agreement will be brought and pursued only in Tokyo District Court. OutSystems and Company each submit to the exclusive jurisdiction and venue of the Tokyo District Court for any Dispute. The parties further irrevocably waive any objection to the laying of the venue of any such proceeding in the Tokyo District Court, any claim that any such proceeding has been brought in an inconvenient or inappropriate forum.

IF COMPANY IS DOMICILED IN ANY OTHER COUNTRY IN ASIA OR THE PACIFIC REGION:

The company is contracting with: OutSystems Singapore PTE LTD, Tower Three, 8 Temasek Boulevard, #41-01 Singapore 038988, Singapore.

The governing law is: The Laws of Singapore.

The courts having exclusive jurisdiction are: By arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force. The Tribunal shall consist of one arbitrator qualified in Singapore Law. The language of the arbitration shall be English and the place of the arbitration shall be in Singapore.

 

 

 

 

 

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