(a) ALL CLAIMS ARISING OUT OR
RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR
SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR
PERFORMANCE OF THE AGREEMENT) (“Dispute”) WILL BE GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S
CONFLICTS OF LAWS RULES.
(b) The parties will try in good
faith to settle any Dispute within 30 days after the Dispute
arises. If the Dispute is not resolved within 30 days, it must
be resolved by arbitration by the American Arbitration
Association’s International Centre for Dispute Resolution in
accordance with its Expedited Commercial Rules in force as of
the date of this Agreement (“Rules”).
(c) The parties will mutually
select one arbitrator. The arbitration will be conducted in
English in Santa Clara County, California, USA.
(d) Either party may apply to any
competent court for injunctive relief necessary to protect its
rights pending resolution of the arbitration. The arbitrator may
order equitable or injunctive relief consistent with the
remedies and limitations in this Agreement.
(e) Subject to the confidentiality
requirements in subsection (g), either party may petition any
competent court to issue any order necessary to protect that
party’s rights or property; this petition will not be considered
a violation or waiver of this governing law and arbitration
section and will not affect the arbitrator’s powers, including
the power to review the judicial decision. The parties stipulate
that the courts of Santa Clara County, California, USA, are
competent to grant any order under this Subsection (e).
(f) The arbitral award will be
final and binding on the parties and its execution may be
presented in any competent court, including any court with
jurisdiction over either party or any of its property.
(g) Any arbitration proceeding
conducted in accordance with this Section will be considered
confidential information, including (i) the existence of, (ii)
any information disclosed during, and (iii) any oral
communications or documents related to the arbitration
proceedings, and may not be disclosed to any third party. The
parties may disclose the information described in this
Subsection (g) to a competent court as may be necessary to file
any order under Subsection (e) or execute any arbitral decision,
but the parties must request that those judicial proceedings be
conducted in camera (in private).
(h) The parties will pay the
arbitrator’s fees, the arbitrator’s appointed experts’ fees and
expenses, and the arbitration center’s administrative expenses
in accordance with the Rules. In its final decision, the
arbitrator will determine the non-prevailing party’s obligation
to reimburse the amount paid in advance by the prevailing party
for these fees.
(i) Each party will bear its own
lawyers’ and experts’ fees and expenses, regardless of the
arbitrator’s final decision regarding the Dispute.