TERMS AND CONDITIONS FOR CONTRACT TEMPLATES AND CUSTOM CONTRACTS

Last updated: 13 March 2025.

Note: You are NOT in any way permitted to copy any content from this Website, including the terms and conditions hereof (hereinafter referred to as; the “Terms”).

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You and Selene the Lawyer enter an agreement pursuant to, and in accordance with, the terms and conditions of these Terms and agree as follows:

1. DEFINITIONS

Unless the context requires otherwise and unless explicitly defined elsewhere in these Terms, capitalised terms and expressions in these Terms are defined terms and expressions which shall have the following meaning:

(a) “Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium):

(i) about or pertaining to the business of that Party, its affiliates, or their respective clients, suppliers, or business associates (including but not limited to information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party) in connection with the Contract Templates, Services, and/or Service Deliverables;

(ii) the contents of these Terms;

(iii) all information identified by a Party as confidential; and

(iv) all other information of which the other Party knows or should reasonably know to be of a confidential nature;

(b) “Contract Shop” means the website page with URL https://selenethelawyer.com/contract-shop on which the Contract Templates are made available to You;

(c) “Contract Template(s)” means all and any of the contract templates, template terms and conditions, other template (legal) documents, and all other information and materials made available in the Contract Shop or otherwise by or on behalf of Selene the Lawyer;

(d) “Parties” means You and Selene the Lawyer;

(e) “Party” means either of the Parties;

(f) “Selene the Lawyer” means Selene the Lawyer LLC;

(g) “Service Deliverable(s)” means all and any of the contracts, contract templates, (template) terms and conditions, other template (legal) documents, files, content, text, downloads, and all other information and materials made available by or on behalf of Selene the Lawyer as a result of or pursuant to the Services;

(h) “Service(s)” means any and all services provided by or on behalf of Selene the Lawyer to You through the website with domain name selenethelawyer.com, including, but not limited to, the website page with URL https://selenethelawyer.com/services;

(i) “Terms” means these terms and conditions; and

(j) “You” or “Your” means any (natural or legal) person who has agreed to and is, therefore, bound by these Terms.

2. AGE

2.1 You represent and warrant that:

(a) You are at least 18 years of age; or

(b) if You are the age of 13 years or older but younger than the age of 18 years, You have been given the prior consent (one of) Your parent(s) or legal guardian(s), to enter these Terms.

2.2 Selene the Lawyer makes no representation that the Contract Templates and Service Deliverables are available or appropriate for use by individual persons below the age of 18.

2.3 If You are younger than the age of 13 years, Selene the Lawyer does not permit You to access the Contract Templates, the Services, or the Service Deliverables.

3. FEES

3.1 If You purchase a Contract Template, You agree to pay Selene the Lawyer a total payment equal to the fee stated on the sales page of the Contract Shop for such Contract Template (hereinafter referred to as; the “Template Fee”).

3.2 If You purchase a Service, You agree to pay Selene the Lawyer a total payment equal to the fee stated on the sales page of selenethelawyer.com for such Service (hereinafter referred to as; the “Service Fee”).

3.3 All amounts stated on the sales pages of selenethelawyer.com are exclusive of any sales or value-added taxes chargeable unless explicitly stated otherwise. If any sales or value-added taxes are chargeable, You shall pay to Selene the Lawyer, in addition to the Template Fee or the Service Fee, as the case may be, an amount equal to the amount of the applicable taxes.

4. PAYMENT

4.1 If You purchase a Contract Template, the Template Fee must be paid immediately at the moment of purchasing such Contract Template. You may only pay the full Template Fee at the moment of purchase. Payment in instalments is not permitted. The purchase of a Contract Template is not complete, and You will not have access to such Contract Template until Selene the Lawyer has received full payment of the total Template Fee.

4.2 If You purchase a Service, the Service Fee must be paid immediately at the moment of purchasing such Service. You may only pay the full Service Fee at the moment of purchase. Payment in instalments is not permitted. The purchase of a Service is not complete, and Selene the Lawyer shall not provide such Service to You until Selene the Lawyer has received full payment of the total Service Fee.

4.3 Any payments under these Terms are made via PayPal and Stripe. You carry any applicable transaction costs.

4.4 You authorise Selene the Lawyer to charge the credit card or account chosen by You to complete all payments under these Terms, and You do not require separate authorisation for each payment.

4.5 If You purchase a Contract Template but You fail to tender full and/or timely payment of the Template Fee, or if a payment is cancelled or charged back, Selene the Lawyer reserves the right to suspend Your access to the relevant Contract Template(s) until You have paid any payment(s) due in full.

4.6 If You purchase a Service but You fail to tender full and/or timely payment of the Service Fee, or if a payment is cancelled or charged back, Selene the Lawyer reserves the right to suspend the performance of the Service and withhold delivery of the Service Deliverable(s) until You have paid any payment(s) due in full.

5. REFUND POLICY

5.1 You waive and consent to the waiver of any and all rights to any applicable statutory “cooling-off period,” “withdrawal period,” or any other cancellation and/or refund rights under applicable law insofar as the refund policy in this clause 5 deviated from such rights. Selene the Lawyer is under no obligation to grant You a refund.

5.2 If You cancel these Terms, You shall not be refunded.

6. ACCESS TO CONTRACT TEMPLATES

6.1 If You have purchased a Contract Template, You will receive a download link on the order confirmation page and via email (hereinafter referred to as; the “Download Link”) immediately after completing the purchase of such Contract Template. This Download Link contains a PDF file which includes a permanent link to access the Contract Template (hereinafter referred to as; the “Permanent Link”).

6.2 The Download Link for the Contract Template will be active for 24 hours from completing the purchase of such Contract Template. After the Download Link expires, You may request a new Download Link to access the Contract Template, but Selene the Lawyer does not in any way warrant or guarantee a new Download Link, and You are no longer entitled to access the Contract Template(s).

6.3 Selene the Lawyer reserves the right to change the Permanent Link that provides access to the Contract Template in which case Selene the Lawyer will notify You of the new Contract Template.

6.4 Selene the Lawyer reserves the right to, at Selene the Lawyer’s sole discretion, completely or partially, refuse, suspend, remove, restrict Your access to the Contract Templates and/or revoke and/or terminate Your use of the Contract Templates and/or any licenses at any time, without notice if Selene the Lawyer either knows or suspects You have or shall breach any of Your obligations under these Terms.

7. CONTRACT TEMPLATE CHANGES & UPDATES

7.1 Selene the Lawyer reserves the right to amend and update the Contract Templates at its discretion.

7.2 In the event that Selene the Lawyer makes any amendments or updates to the Contract Templates, such changes and/or updates are included in the Contract Templates You were provided at the moment of purchasing such Contract Templates. You will receive access to the updated versions of the Contract Templates. For the avoidance of doubt, clauses 6.3 and 6.4 also apply to updated versions of the Contract Templates.

7.3 Any customisations, amendments, and additions made by Selene the Lawyer to any Contract Templates for You pursuant to a Service purchased by You shall not be incorporated into updated versions of the Contract Templates purchased by You.

8. SERVICES

8.1 If You have purchased a Service, the Service(s) and Service Deliverable(s) You will receive are the services and deliverables described in the description of the sales page on selenethelawyer.com for that Service.

8.2 The Service(s) and Service deliverable(s) do not include the following:

(a) preparing any deliverables that are not specified in the description of the sales page on selenethelawyer.com for that Service;

(b) any additional (virtual) meetings, calls, emails, or other forms of communication;

(d) any results in relation to or outcomes from the Services or Service Deliverables; and/or

(e) any other services or deliverables not explicitly defined as being the Services or Service Deliverables.

9. PERFORMANCE AND DELIVERY OF SERVICE DELIVERABLES

9.1 Subject to clause 9.2, if Selene the Lawyer requires any information to perform the Services and complete the Service Deliverable, Selene the Lawyer will request such information from You by email within 72 hours of Your purchase of the Service Deliverable.

9.2 If the service deliverable is a ‘Custom Contract or Terms and Conditions’, You will receive a questionnaire by email within 72 hours of Your purchase. You must fill out the questionnaire with all the information I need to perform the Services and complete the ‘Custom Contract or Terms and Conditions’.

9.3 Subject to clause 9.4, within 7 calendar days after (1) completion of Your purchase of a Service and (2) all information necessary for the performance of the Services and the completion of the Service Deliverables have been received by Selene the Lawyer (if needed for such Service Deliverable), Selene the Lawyer will deliver the Service Deliverable to You by email.

9.4 In the event that You have purchased the ‘3-Day Rush Add-On’, Selene the Lawyer will deliver the Service Deliverable to You by email within 3 calendar days after (1) completion of Your purchase of a Service and (2) all information necessary for the performance of the Services and the completion of the Service Deliverables have been received by Selene the Lawyer.

9.5 Selene the Lawyer shall not be liable for failure to deliver any deliverables or services within the time frames provided in this clause 9 or for failure to notify You thereof.

9.6 Selene the Lawyer will fulfil the Services independently and at the Selene the Lawyer’s sole discretion.

9.7 The Parties acknowledge that the success of the Services to be performed depends on the proper and timely cooperation of the Parties. You undertake always to fully cooperate, within reason and in time, and to provide Selene the Lawyer with all authority and information necessary for the proper execution of the Services. All damages that arise because You have not delivered information, data, or other materials (on time), or the information, data, or other materials are incomplete, incorrect, and/or contain errors or defects, are at Your expense and risk.

9.8 Selene the Lawyer has the right to have third parties perform (part of) the Services for the risk and account of You, provided that Selene the Lawyer will remain responsible for the Services and proper execution of these Terms.

10. FORMAT & COMPATIBILITY

10.1 The Contract Templates and any ‘Custom Contract or Terms and Conditions’ are made available in the DOCX format.

10.2 The Contract Templates and ‘Custom Contract or Terms and Conditions’ are designed to be compatible with Microsoft Word. However, it is Your responsibility to ensure that Your chosen device and software are compatible with the Contract Templates and/or ‘Custom Contract or Terms and Conditions’ You purchase. Selene the Lawyer is not responsible for and does not represent, warrant, or guarantee the compatibility of the Contract Templates and/or ‘Custom Contract or Terms and Conditions’ You purchase with the aforementioned devices and/or software or other devices and/or software. Future updates to the Contract Templates or changes in technology may impact the compatibility of the Contract Templates.

11. (UN)PERMITTED USE & COMMUNICATIONS

11.1 You are granted a non-exclusive, limited, revocable, non-transferable, non-sublicensable license to use the Contract Template(s) and/or Service Deliverable(s) purchased by You for Your own personal, non-commercial, informational and educational use and insofar as You do not violate any copyright, trademark, and other intellectual property or proprietary rights (hereinafter referred to as; the “License”).

11.2 Any intellectual property rights remain exclusively vested in Selene the Lawyer, its licensors, or its suppliers.

11.3 You acknowledge and agree that You are not permitted to:

(a) share, edit, modify, copy, reproduce, enhance, reverse engineer, (re)distribute, transfer, transmit, sell, resell or in any way exploit the Contract Templates or Service Deliverables;

(b) collect or use descriptions or prices of the Contract Templates, Services, or Service Deliverables; or

whether free or paid, without the express written consent of Selene the Lawyer.

11.4 You shall not use the Contract Templates, Services or Service Deliverables to teach any third party or publish on any platform any of the information, methods, solutions, or formulae contained in or derived from the Contract Templates, Services or Service Deliverables.

11.5 You shall be liable for damages resulting from the breach or violation of any provision contained in these Terms.

12. TERM, TERMINATION, AND REVOCATION OF LICENSE

12.1 These Terms are effective as of the moment of purchasing one or more Contract Template(s), Service(s), and/or Service Deliverable(s) and continue for an indefinite term until:

(a) You cancel these Terms; or

(b) Selene the Lawyer terminates these Terms in accordance with this clause 12.

12.2 Selene the Lawyer shall be entitled to terminate these Terms by written notice to You with immediate effect and thus without observing a notice period and without being liable or any compensation being due if:

(a) any payment that is due under these Terms has not been received by Selene the Lawyer in full and on time;

(b) You breach any of Your obligations under these Terms; or

(c) necessary to satisfy any requirements, conditions, guidelines, or opinions contained in any directive, order, opinion, or ruling of a public authority.

12.3 If these Terms are terminated or cancelled, which termination or cancellation can only occur on the basis of and in accordance with the relevant provisions of these Terms, then:

(a) the License shall be revoked with immediate effect upon termination;

(b) Your Account shall be terminated;

(d) You shall cease and abstain from the use of and delete the Contract Template(s) and/or Service Deliverable(s) from any location You have shared or stored the Contract Template(s) and/or Service Deliverable(s);

(e) all rights and obligations of the Parties under these Terms shall end and become ineffective, except for:

(i) the rights and obligations accrued before that date;

(ii) any rights and (payment) obligations of or pursuant to clauses 3 and 4; and

(iii) any rights and obligations of or pursuant to clauses 17 through 27, which will remain in full force and effect after the termination of these Terms;

(f) such termination shall be without prejudice to any rights a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under these Terms occurring prior to their termination; and

(g) You shall not be entitled to any refund, and no form of compensation shall be due by Selene the Lawyer.

12.4 If these Terms are terminated due to any of the reasons listed under clause 12.2(a) or 12.2(b), Selene the Lawyer is entitled to refuse You access to any other (digital) products and/or services at Selene the Lawyer’s sole discretion.

13. RESPONSIBILITIES, DISCLAIMERS, REPRESENTATIONS AND WARRANTIES

13.1 The description of the Contract Templates, Services and Service Deliverables is intended to indicate only the general nature of the Contract Templates, Services and Service Deliverables and does not guarantee the content.

13.2 Although Selene Snippe is an attorney by profession, Selene Snippe is not acting in the capacity of an attorney. All information provided during and in relation to the Services is for informational and educational purposes only and does not constitute, and should not be construed as, legal advice or any type of professional advice, nor is it intended to replace or substitute for such professional services.

13.3 Using (any part of) the Contract Templates, Services, Service Deliverables, or any other information, materials or guidance from Selene Snippe or Selene the Lawyer does not establish an attorney-client relationship or any kind of professional relationship with Selene Snippe or Selene the Lawyer, nor does it create any kind of ongoing legal or professional obligation or responsibility between Selene Snippe or Selene the Lawyer and the Client beyond the scope of these Terms.

13.4 You use the Contract Templates, Services, and Service Deliverables at Your sole risk. Selene the Lawyer is not and will not be responsible or liable for Your reliance on the Contract Templates, Services, and/or Service Deliverables.

13.5 Selene the Lawyer does not represent, warrant, or guarantee that the Contract Templates, Services and Service Deliverables will be true, accurate, complete, current, or free from errors or omissions.

13.6 Selene the Lawyer is not responsible for: (i) the effectiveness of the Contract Templates, Services and Service Deliverables; (ii) any results in relation to or outcomes from the Contract Templates, Services and Service Deliverables; or (iii) any decisions made by You or any other third party based on the Contract Templates, Services and Service Deliverables and/or any results in relation to or outcomes from the Contract Templates, Services and Service Deliverables. Selene the Lawyer does not represent, warrant, or guarantee the effectiveness of the Contract Templates, Services and Service Deliverables or the results in relation to or outcomes from the Contract Templates, Services and Service Deliverables. Selene the Lawyer’s comments about the effectiveness of the Contract Templates, Services and Service Deliverables and/or result(s) and/or outcome(s) are expressions of opinion only.

13.7 You acknowledge that Selene the Lawyer cannot make any such representations, warranties, or guarantees mentioned in this clause 13 and that You cannot hold Selene the Lawyer liable in relation to: (i) errors or omissions; (ii) the effectiveness of the Contract Templates, Services and Service Deliverables; (iii) any results in relation to or outcomes from the Contract Templates, Services and Service Deliverables; or (iv) any decisions made by You or any other third party based on the Contract Templates, Services and Service Deliverables and/or any results in relation to or outcomes from the Contract Templates, Services and Service Deliverables.

14. NON-DISPARAGEMENT AND PROHIBITED USE

14.1 You agree not to disparage Selene the Lawyer’s brand, products, services or persons working for or employed by Selene the Lawyer.

14.2 You agree that You will not make any unsubstantiated claims that will ruin the business reputation of Selene the Lawyer.

14.3 You shall not use the Contract Templates, Service Deliverables or any information or materials in relation to the Contract Templates or Service Deliverables , Selene the Lawyer, and/or these Terms in any way that:

(a) is illegal, infringes or violates the rights of anyone;

(b) is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;

(d) encourages or advocates conduct that constitutes a criminal offence, giving rise to (civil) liability or otherwise violates any law;

(e) is likely to cause confusion among third parties;

(f) portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or

(g) portrays or insinuates any special relationship between the Parties.

14.4 You shall not misrepresent or embellish Your relationship with Selene the Lawyer (including, but not limited to, by expressing or implying that Selene the Lawyer supports, sponsors, or endorses You) or express or imply any other type of relationship between the Parties except as expressly permitted by these Terms or agreed in writing between the Parties.

15. LIMITATION OF LIABILITY

15.1 Your use of the Contract Templates, Services, and/or Service Deliverables is at Your exclusive risk. You are exclusively responsible for the accuracy and correctness of the personal and other information You provide, the outcome of Your actions, Your results, and all other actions in connection with the Contract Templates, Services, and/or Service Deliverables .

15.2 Selene the Lawyer and anyone else working with or for Selene the Lawyer is not responsible, nor is Selene the Lawyer liable, for any damages resulting from:

(a) any loss of income, revenue, profits, use, data, business, and/or any goodwill related to the Contract Templates, Services, and/or Service Deliverables ;

(b) any theft of and/or unauthorised access to Your information by any third party, regardless of Selene the Lawyer’s negligence; and

15.3 Without prejudice to clause 15.6, Selene the Lawyer’s aggregate liability is limited to the Template Fee and/or the Service Fee, excluding sales taxes, value-added taxes, and any other taxes, actually paid by You to Selene the Lawyer and actually received by Selene the Lawyer under these Terms.

15.4 Without prejudice to clause 15.6, Selene the Lawyer is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.

15.5 You waive any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance or other equitable relief, in connection with the Contract Templates, Services, Service Deliverables, or these Terms.

15.6 Nothing in this clause 15 shall operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence or any (other) liabilities that cannot be limited under applicable law.

16. INDEMNITY

16.1 You agree to indemnify and hold Selene the Lawyer and/or anyone else working with or for Selene the Lawyer harmless from all damages, losses, claims, actions, demands, suits, proceedings, or judgments, including costs, expenses and attorneys' fees assessed against or otherwise incurred by Selene the Lawyer arising, in whole or in part, from:

(a) actions and/or omissions, whether done negligently or otherwise, by You, Your agents, directors, officers, employees, and/or representatives;

(b) use of the Contract Templates, Services, and/or Service Deliverables by You;

(d) violation of any provisions of the Terms by You or anyone related to You; and/or

(e) infringement by You of any intellectual property rights or other third-party rights.

16.2 Selene the Lawyer will notify You as soon as reasonably possible of any such claims, damage, and/or liability. Selene the Lawyer reserves the right to defend such claim, damage, and/or liability at Your expense. If requested, You will fully cooperate and provide assistance to Selene the Lawyer to defend any such claims without any cost.

17. CONFIDENTIALITY

17.1 You shall use Confidential Information solely for the purposes described in these Terms and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior written consent of Selene the Lawyer.

17.2 You acknowledge that the Confidential Information of Selene the Lawyer, its affiliates, and third parties is strategic, commercially sensitive, and valuable and that the improper disclosure or use thereof will cause serious damage and loss to Selene the Lawyer.

17.3 The restrictions in this clause 17 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by You in violation of these Terms.

17.4 You shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by applicable laws, provided that You, to the extent practicable and permitted, promptly notify Selene the Lawyer of such request or requirement.

17.5 For the purposes of this clause 17, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in Your possession, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in Your possession, or received from a third party unless the combination itself and its principle of operation are in the public domain, in Your possession or received from a third party.

17.6 You shall notify Selene the Lawyer as soon as reasonably practicable of any unauthorized use, or attempted use, of Selene the Lawyer’s Confidential Information, and provide all information necessary to assist Selene the Lawyer in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, You undertake Your best efforts to prevent a recurrence to the extent this is within Your control.

18. PERSONAL DATA

Selene the Lawyer only uses Your personal data for the purposes set out in these Terms. Selene the Lawyer shall ensure it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data. For more information on how Your personal data is used and stored by Selene the Lawyer, please refer to Selene the Lawyer’s privacy policy which You can find here: https://selenethelawyer.com/privacy-cookie-policy.

19. COMMUNICATION & “WRITING” REQUIREMENTS

19.1 Any notice, request, consent, claim, demand or other communication between the Parties in connection with the Contract Templates, Services, Service Deliverables, and/or these Terms must be (a) in writing, (b) in English, and (c) sent by email to the email address set out for each of the Parties below:

(a) to Selene the Lawyer: info@selenethelawyer.com

(b) to You: the contact information provided by You at the moment of purchasing the Product

or such other address as a Party may notify in writing to the other Party.

19.2 References to "writing" or "written" mean any method of reproducing words in a legible and non-transitory form, including, but not limited to, e-mail.

20. ELECTRONIC SIGNATURE

These Terms constitute an electronic contract between You and Selene the Lawyer with the full force and effect of a handwritten signature. The Parties enter into these Terms at the moment of purchase of one or more Contract Template(s), Service(s), and/or Service Deliverable(s) by You by way of clicking on the “Purchase” button on the sales page of a Contract Template, Service, or Service Deliverable on selenethelawyer.com.

21. ENTIRE AGREEMENT

These Terms constitute the entire agreement between the Parties relating to the Contract Templates, Services, and Service Deliverables and supersede any earlier agreements between the Parties with respect to the subject made hereof, whether in writing or oral.

22. AMENDMENTS & MODIFICATIONS

These Terms may be changed, modified, or amended in writing by Selene the Lawyer at any time and at Selene the Lawyer’s sole discretion by sending notice of such modification to You by email, effective as of the date of the email. Your continued use of the Contract Templates, Services, and/or Service Deliverables following the effective date of such change will constitute Your acceptance of such changes, modifications, and/or amendments. If any such changes, modifications, and/or amendments are unacceptable to You, Your only recourse is to terminate these Terms in accordance with clause 12.1.

23. ASSIGNMENT

You may not assign or transfer the Contract Templates, Services, Service Deliverables, or any of Your rights or obligations under these Terms without the prior written consent of Selene the Lawyer.

24. ENFORCEABILITY

The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced with a provision that is valid and enforceable and reflects as closely as possible the intent of the invalid or unenforceable provision.

25. NO WAIVER

No failure or delay by Selene the Lawyer in exercising any right or remedy under or in connection with these Terms shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.

26. CHOICE OF LAW

These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by the laws of the State of Ohio.

27. DISPUTE RESOLUTION & ARBITRATION

27.1 Without prejudice to clause 27.2, all disputes arising out of or in connection with Contract Templates, Services, Service Deliverables, these Terms, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Cleveland, Ohio. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.

27.2 If:

(a) You are registered in a Member State of the European Union; or

(b) a dispute is not subject to arbitration under clause 27.1 for whatever reason,

that dispute shall be settled in the competent courts located in Cleveland, Ohio, and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in Cleveland, Ohio, for the adjudication of all non-arbitral claims.