11.1. Governing Law. You agree that these Terms, and your use of the Services, are governed exclusively by the laws of France applicable therein (excluding conflicts and choice of laws principles). Any contract formed through the use of the Services will be deemed to have been formed and executed within France. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
11.2. Dispute Resolution
(a) Means of Resolution
. You and Image-Charts agree that any disputes arising under these terms or otherwise in connection with your use of the Site will be resolved through arbitration under the French law of international arbitration as amended from time to time. Arbitration will be held in Nantes, France, and conducted in the French language. Notwithstanding the foregoing, you agree that: (i) the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief, and for the purposes of enforcing the decision of any arbitrator appointed in accordance with this provision, and (ii) Image-Charts may bypass arbitration in cases of fraud or other crimes against it, and in the case of interference with its technical operations or violations of its rights or property.
(b) Class Waiver
. You acknowledge and agree that you and Image-Charts are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Image-Charts otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable, then the entirety of this Section 11.2 will be deemed void.
11.3. Jurisdiction and Venue
. If Section 11.2 is deemed void or is otherwise inapplicable, all disputes under these Terms will be resolved by a court of competent jurisdiction located in Nantes, France, provided that the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief.
11.4. Force Majeure
. Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from any cause beyond the reasonable control of such party, including but not limited to, acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.
. You may not assign any of your rights or obligations under these Terms without our prior written consent. Image-Charts may freely assign our rights and obligations under these Terms, either in part or in full, without notice to you.
. Image-Charts may communicate with you about the Services or these Terms, including any changes to these Terms, by email or by posting notices on the Site. Unless expressly prohibited by law, you consent to receive communications relating to the Services or our business relationship from Image-Charts electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You may provide legal notice to email@example.com
11.7. Nature of Relationship
. Nothing in these Terms or from your use of the Services will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship between you and Image-Charts, even if your use of the Services is for a commercial purpose which has been authorized by us. You and Image-Charts will, at all times, be and remain independent contractors.
. The provisions of these Terms are severable. If any individual provision is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of these Terms, and all other provisions shall remain in full force and effect.
11.9. Entire Agreement
. The failure by Image-Charts to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.
. If you wish to contact Image-Charts with any questions, comments or concerns regarding the Services or these Terms, please contact firstname.lastname@example.org