Common use of Governing Law; Invalidity Clause in Contracts

Governing Law; Invalidity. This Master Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Ohio without regard to rules of conflict of laws. If any provision of this Master Agreement is declared unlawful or unenforceable by judicial determination or performance, then the remainder of this Master Agreement shall continue in force as if the invalidated provision did not exist. Any dispute, claim or controversy arising out of, relating to or concerning in any way this Agreement or the parties’ business relationship, whether sounding in contract, tort, or otherwise, shall be fully and finally settled by binding arbitration administered by the American Arbitration Association pursuant to the Commercial Arbitration Rules. Any arbitration shall be conducted in English. If the total amount in controversy is less than $500,000.00, the arbitration shall be conducted before a single arbitrator; if the total amount in controversy is equal to or greater than $500,000.00, the arbitration shall be conducted before a panel of three arbitrators. The parties agree that this arbitration agreement affects interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1, et seq., applies. The arbitrator(s) may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Legal fees, including, without limitation, reasonable attorneys’ fees and costs of arbitration, shall be awarded to the prevailing party in the arbitration. Any dispute, claim or controversy as to the arbitrability of a matter shall be decided by the arbitrator(s); however, the arbitrator(s) shall have no power to determine the class arbitrability of any dispute or the enforceability of the class action waiver set forth in this Section of this Agreement. If the class action waiver set forth in this Section is determined to be unenforceable, then all terms of this Section shall be null and void. Claims may only be brought by a party in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, and the arbitrator or arbitrators may not consolidate more than one person’s claims or otherwise preside over any class or representative proceeding.