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The agreement states that California law governs all disputes, and that exclusive jurisdiction is vested in the federal courts of the Northern District of California and the state courts of California. Both parties consent to this jurisdiction and waive forum non conveniens challenges.
This analysis describes what Modal's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes that all disputes must be litigated in California courts under California law, regardless of where the Customer is located or incorporated. The forum non conveniens waiver means Customers cannot seek to transfer proceedings to a more convenient or locally accessible court.
Under this clause, disputes arising from the agreement must be brought in California courts under California law, and Customers waive the right to challenge the appropriateness of California as the forum. For non-US Customers, this creates a geographic and jurisdictional requirement to litigate in the United States. Note that the DPA separately specifies Sweden as the governing law for EU SCC-related disputes and England and Wales for UK transfers.
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"This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise.Excerpt from Modal's Terms of Service
(1) REGULATORY LANDSCAPE: Mandatory California jurisdiction clauses in B2B agreements are generally enforceable under US law between commercial parties. However, for EU Customers, the DPA's SCC provisions specify Swedish governing law and courts for EU transfer disputes, and UK IDTA provisions specify England and Wales, creating a split jurisdiction structure that legal teams should map carefully. The GDPR's requirement that data subjects retain access to local remedies may constrain the enforceability of exclusive California jurisdiction for data protection claims involving EU data subjects. (2) GOVERNANCE EXPOSURE: Medium. For non-US Customers, litigating in the Northern District of California imposes significant practical burden in the event of a dispute. The DPA's separate governing law provisions for EU and UK transfer disputes partially mitigate this for data protection claims but do not affect commercial disputes under the main agreement. (3) JURISDICTION FLAGS: EU Customers should assess whether the California exclusive jurisdiction clause is compatible with their obligations under GDPR to ensure data subjects retain access to local supervisory authorities and courts. UK Customers should note the England and Wales jurisdiction clause in the UK IDTA provisions. The exclusion of the UN Convention on Contracts for the International Sale of Goods is standard for SaaS agreements. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams for non-US organizations should flag the California exclusive jurisdiction requirement and assess whether it is acceptable under their internal vendor contracting policies and local regulatory requirements. Legal teams should confirm that the DPA's separate governing law provisions adequately address data protection disputes. (5) COMPLIANCE CONSIDERATIONS: Organizations with EU or UK data subjects should confirm that the split governing law structure in the agreement and DPA does not create gaps in the enforcement of data protection obligations. Internal dispute escalation procedures should reflect the California jurisdiction requirement for commercial disputes.
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This provision establishes that all disputes must be litigated in California courts under California law, regardless of where the Customer is located or incorporated. The forum non conveniens waiver means Customers cannot seek to transfer proceedings to a more convenient or locally accessible court.
Under this clause, disputes arising from the agreement must be brought in California courts under California law, and Customers waive the right to challenge the appropriateness of California as the forum. For non-US Customers, this creates a geographic and jurisdictional requirement to litigate in the United States. Note that the DPA separately specifies Sweden as the governing law for EU …
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