Disputes about this agreement are governed by Delaware law and must be brought in courts in Santa Clara County, California.
This analysis describes what NVIDIA NIM'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
The agreement requires that legal disputes be resolved in Santa Clara County, California, which may be geographically and financially impractical for international or non-California-based licensees.
Interpretive note: Enforceability of the exclusive Santa Clara County forum selection clause against EU/EEA-based licensees is uncertain under Brussels I Recast and national procedural law frameworks.
Organizations outside California that have disputes with NVIDIA under this agreement are required by the terms to litigate in Santa Clara County courts, which may create practical barriers to dispute resolution for international or geographically distant licensees.
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"This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Santa Clara County, California.— Excerpt from NVIDIA NIM's NVIDIA NIM Terms of Use
REGULATORY LANDSCAPE: Mandatory forum selection clauses are generally enforceable in U.S. commercial contexts under federal and state law. However, EU Regulation 1215/2012 (Brussels I Recast) and national consumer protection laws may limit the enforceability of exclusive foreign jurisdiction clauses against EU-based parties, particularly in consumer contexts. The agreement's choice of Delaware law is common for U.S. corporate agreements, though it may interact with mandatory local law requirements in non-U.S. jurisdictions. GOVERNANCE EXPOSURE: Low for U.S.-based enterprise licensees; Medium for EU/EEA and international licensees where forum selection enforceability is uncertain and local mandatory law may apply. JURISDICTION FLAGS: EU-based organizations should assess whether Brussels I Recast or national procedural laws limit the enforceability of the Santa Clara County exclusive jurisdiction clause. UK post-Brexit private international law rules similarly may limit exclusive foreign jurisdiction enforcement. International enterprise licensees should obtain local legal advice on the enforceability of this forum selection clause. CONTRACT AND VENDOR IMPLICATIONS: Procurement teams for non-U.S. organizations should flag the forum selection clause during contract review and assess practical implications for dispute resolution. Organizations should consider whether dispute escalation procedures or mediation clauses should be negotiated before execution. COMPLIANCE CONSIDERATIONS: International licensees should assess the interaction between the Delaware governing law clause and mandatory local law requirements, particularly regarding data protection, consumer protection, and AI regulation. Legal teams should document jurisdiction-specific risks arising from the exclusive forum selection provision.
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The agreement requires that legal disputes be resolved in Santa Clara County, California, which may be geographically and financially impractical for international or non-California-based licensees.
Organizations outside California that have disputes with NVIDIA under this agreement are required by the terms to litigate in Santa Clara County courts, which may create practical barriers to dispute resolution for international or geographically distant licensees.
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