Reune Terms and Conditions

reune

terms & conditions.

Last Updated: 8th September 2024

1. About Our Terms and Conditions

1.1. These terms and conditions of use, together with any documents referred to in them (collectively the "Terms"), set out the terms which apply to your use of and access to our social planning and meetup management mobile application ‘Reune’ (the "Reune App"), available on both Google Play and the Apple App Store, as well as our website at https://reune.co.uk and any related website, subdomain, or other software application operated by us (collectively, the "Platform").

1.2. These Terms, together with our Privacy Policy, apply to you whether you are accessing the Platform as a guest or as a Registered User. They provide the information you need to know about Reune and your use of the Platform. By accessing or using the Platform, you agree to comply with and be bound by these Terms and the Privacy Policy. If you do not agree to be bound by them (or any part of them), please do not use or access the Platform.

1.3. The Platform is owned and operated by Reune Ltd, a company registered in England and Wales with company number 14559721, whose registered office is at Beech Cottage, London Road, RG278RN ("Reune", "we", "us", "our"). The term “you” refers to the user wishing to access and/or use the Platform.

1.4. You can contact us by emailing us at info@reune.co.uk. If we need to contact you, we will do so by writing to you at the email address or telephone number you provided.

IMPORTANT: IF YOU ARE A REUNE USER LOCATED IN THE UNITED STATES, PLEASE READ SECTION 7 OF THESE TERMS (THE “ARBITRATION AGREEMENT”) CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH REUNE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, AND NOT BY A JURY TRIAL. BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

2. Use of the Platform and Restrictions on Use

2.1. The Platform has been developed using reasonable skill and care; however, you are solely responsible for all use you make of any service on the Platform. We permit you to use the Platform only in accordance with these Terms. Use of the Platform in any other way, including in contravention of any restriction or use set out in these Terms, is not permitted. If you do not agree with the applicable terms, you may not use the Platform. In particular, and without limitation, as a condition of your use of the Platform, you agree that you will not use the Platform:

2.1.(a) in any way that breaches any applicable local, national, or international law or regulation;

2.1.(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

2.1.(c) to impersonate or attempt to impersonate any person or entity (including without limitation by using such person’s or entity’s identifiable information);

2.1.(d) to violate, infringe, or misappropriate another person’s intellectual property, privacy, publicity, or other legal rights;

2.1.(e) in any way that may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, any other person, or any animal;

2.1.(f) use unauthorised automated means to access the Platform or otherwise gain unauthorised access to the Platform or to any account or computer system connected to the Platform;

2.1.(g) to ‘harvest,’ ‘scrape,’ or collect information from the Platform using an automated software tool or manually on a mass basis. This includes, for example, information about other Registered Users;

2.1.(h) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

2.1.(i) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

2.1.(j) to knowingly transmit any data, send or upload any material that contains abusive, derogatory, racist, or inappropriate content to another user;

2.1.(k) not to use the Platform for any purpose that is prohibited by these Terms; and

2.1.(l) not to use the Platform in excess of objectively reasonable usage limits, for example, not to use the Platform in a way that places undue strain on the Platform’s underlying technical infrastructure or in a way that could prevent the proper use of the Platform by other users.

2.2. You should only use the Platform for your own personal purposes.

2.3. You agree that your use of the Platform is at your own risk. Although we try to ensure that the information available on the Platform is accurate and up-to-date, we cannot and do not guarantee the accuracy or completeness of any information available on the Platform. Reune is not liable for any inaccuracy or omission concerning any information provided on the Platform.

2.4. The Platform is intended for use by persons aged 13 years and over. By downloading Reune, you affirm that you are aged 13 years or over, or that you have obtained parental or legal guardian consent, and are fully able and competent to accept and comply with these Terms.

3. Your Reune Account

3.1. To access certain features of the Platform, you will need to create a user account (an "Account") through the Platform using a Third-Party Login (such as Google or Apple).

3.2. It is crucial that you provide accurate, complete, and up-to-date information for your Account and agree to update this information as necessary to maintain its accuracy. Failure to do so may result in our inability to provide you with access to the Platform and our services, and could lead to the suspension or termination of your Account.

3.3. If you select or are given a user identification code, password, or any other piece of information as part of our security procedures (collectively "Account Information"), you must keep this information confidential and not disclose it to any third party. You are responsible for protecting the confidentiality of your account password and for any use or misuse of your Account or Account Information. Reune is not liable for any loss or damage resulting from your failure to protect your password or Account Information.

3.4. You must not use another person’s Account without their permission. If you suspect that someone else knows your Account Information or has accessed your Account without authorisation, you should promptly notify us at info@reune.co.uk.

3.5. We reserve the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time if we believe you have failed to comply with any provision of these Terms.

4. Adding Friends

4.1. The Platform allows registered users who have an account with us ("Registered Users") to connect (become "Friends") with other Registered Users on the Platform or to invite individuals who are not yet using Reune ("External Individuals") via other communication platforms such as SMS text messages ("External Invitations"). Additionally, Registered Users can add friends by scanning another Registered User's QR code, which instantly connects both users by adding them to each other's friends list.

4.2. You must be a Registered User of the Platform to add another Registered User or External Individual using the QR code unique to each Registered User, both users must be Registered Users and one must present their respective QR code for scanning from the other User.

4.3. When you scan another user’s QR code you are authorising Reune to contact that person using the contact details you have provided, notifying them of your new connection through the Platform.

5. Sharing Availability

5.1. The Platform allows Registered Users to manage and share their "Availability" using range sliders to indicate a single time slot for each day of the week. Users can select any time range within the 24-hour day for each day, with the option to block off whole days if desired. However, users must not block their availability for all seven days of the week. Each user is required to have at least one day with some available time in order to continue using the app.

5.2. Registered Users share their Availability with Reune. This allows Reune to aggregate availability data for user groups, facilitating the app’s functionality in finding common times for selected users to meet. This data is used internally by Reune and is not explicitly shared with friends. This feature helps friends find mutually convenient times for social events, meetups, occasions, or other social purposes (each, a “Une”).

5.3. Users can manage and update their Availability directly from the home page of the app. It is required that each user maintains their Availability to be accurate and up-to-date to ensure smooth scheduling and coordination for all users on the Platform. Failure to keep Availability current may disrupt the planning and scheduling of events.

5.4. Your Availability will always be shared with Reune to enable the app to function correctly. This information is not explicitly shared with or visible to other Registered Users or friends. Ensure that the Availability information you provide is accurate and that you are comfortable with Reune using this information for the app's functionality. Each user is responsible for maintaining the accuracy of their Availability. Although Reune reserves the right to monitor or review Availability statuses, it is not obligated to do so and is not liable for any inaccuracies in the shared Availability information.

5.5. Registered Users can enable an offline mode (“Break Mode”) to temporarily pause receiving invites from friends for social events (a “Une”). This feature should be used judiciously and not excessively to maintain the app's continuous functionality for your friends.

6. Planning Meetups (known as a “Une” or ”Unes”)

6.1. The Platform allows Registered Users to plan activities, events, and meetups (referred to as “Unes” or a “Une”) and share these Unes with selected individuals. You must be a Registered User to create and send Unes.

6.2. Upon the selection of other users for a new Une and by selecting one of the three proposed meetup times provided by the Platform, you hereby assume the role of the organiser (the "Starter"). An invitation will be transmitted to the selected users through the Platform. It is a prerequisite that all invited users must be Registered Users to be eligible for participation in a Une.

6.3. Each Une includes its own dedicated time slot, name and list of invitees, where the responses of all invited users are shared among Invitees in the Unes Page. Only Invitees to the specific Une can view the Une. Invitees who receive an external invitation must become Registered Users to access and participate in the Une.

6.4. By sending an external invitation, you authorise Reune to contact the Invitee(s) using the contact details you provided to notify them of your Une invitation.

6.5. Creating a Une through the Platform does not create any legal obligation or commitment on the part of Reune, the Starter, or the Invitee(s) to facilitate or participate in the Une.

6.6 The Organiser and the Invitees shall be solely responsible for the content and details of the Une. While we reserve the right to monitor or review such content, we are under no obligation to do so and shall bear no liability for any content or information shared within an Une or during any in-person gatherings that occur during the scheduled time of the Une.

6.7. Any specific reservations, bookings, or other arrangements required for an Une are the sole responsibility of the Starter and/or the Invitees. Reune is not responsible or liable for:

6.7.(a) making, facilitating, or confirming any such reservations, bookings, or arrangements;

6.7.(b) any failure by the Starter, Invitees, or any third party to reserve, book, arrange, facilitate, attend, or participate in the Une; or

6.7.(c) any costs or expenses associated with the Une.

6.7. Any specific reservations, bookings, or other arrangements required for an Une are the sole responsibility of the Starter and/or the Invitees. Reune is not responsible or liable for:

6.7.(a) making, facilitating, or confirming any such reservations, bookings, or arrangements;

6.7.(b) any failure by the Starter, Invitees, or any third party to reserve, book, arrange, facilitate, attend, or participate in the Une; or

6.7.(c) any costs or expenses associated with the Une.

7. FOR UNITED STATES REUNE USERS ONLY: DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION AND JURY TRIAL WAIVER.

BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ANY CLAIM AGAINST REUNE THROUGH INDIVIDUAL ARBITRATION, AS OUTLINED IN THIS ARBITRATION AGREEMENT. THIS MEANS YOU WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST REUNE, INCLUDING PARTICIPATING IN OR RECOVERING RELIEF FROM ANY CURRENT OR FUTURE CLASS ACTION.

INITIAL DISPUTE RESOLUTION AND NOTIFICATION. You and Reune agree to attempt informal resolution of disputes before initiating arbitration or legal proceedings. To start this process, you must send a Notice of Dispute (“Notice”) by certified mail to Reune’s Legal Department at the address provided in Section 20(h). Initiating an arbitration means filing a demand (“Demand”).

Your Notice must include: (1) your full name, address, and relationship with Reune; (2) a detailed description of the dispute; (3) the relief sought, including any damages requested; and (4) your signature verifying the Notice’s accuracy and authorising Reune to share information with your attorney if represented by counsel.

After receiving your Notice, Reune and you will engage in good faith to resolve the dispute within 60 days (“Informal Dispute Resolution Period”). During this period, neither party may start arbitration or legal proceedings.

If the dispute is not resolved, either party may begin individual arbitration, except for disputes (i) eligible for small claims court, or (ii) related to intellectual property rights. Both parties retain the right to seek injunctive relief for intellectual property disputes. The jury trial and class action waivers in this agreement will continue to apply.

“Dispute” includes any disagreement, action, or controversy regarding the Platform or these Terms, whether based on past, present, or future events, and involves contract, tort, warranty, statute, regulation, or other legal or equitable grounds. The Arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of these Terms or the formation of this contract, including whether any part of these Terms is void or voidable.

CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THESE TERMS, YOU AND REUNE WAIVE THE RIGHT TO A JURY TRIAL. YOU ALSO AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. YOU AND REUNE CANNOT BE REPRESENTATIVES OF OTHER CLAIMANTS OR CONSOLIDATE CLAIMS. This waiver precludes participation in any class action brought by someone else.

7.1 Rules and Governing Law. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and related procedures (“AAA Rules”). The AAA Rules can be found at www.adr.org or by calling 1-800-778-7879. This agreement is governed by the Federal Arbitration Act, which preempts state and foreign laws to the fullest extent permitted. If the FAA does not apply, then the laws of the State of New York will govern.

7.2 Initiating Arbitration. To start arbitration, you must provide a written Demand per AAA Rules. The AAA provides a form for arbitration demands at www.adr.org or by calling 1-800-778-7879. The Arbitrator will be either a retired judge or a licensed attorney, chosen from the AAA’s consumer dispute arbitrators. If the parties cannot agree on an Arbitrator within seven days, the AAA will appoint one.

7.3 Location and Procedures. For claims under $10,000, arbitration will be based on documents submitted by both parties unless a hearing is requested. For larger claims, arbitration may be conducted in person, by documents, phone, or online, and the location will be in New York unless otherwise agreed. The Arbitrator will manage information exchange as appropriate for expedited arbitration.

7.4 Arbitrator’s Decision. The Arbitrator will issue a written award and decision, which will be final and binding. The decision will not have a precedential or collateral estoppel effect.

You and Reune agree to submit to the jurisdiction of New York courts for arbitration enforcement.

7.5 Procedures for Multiple Case Filings. Multiple case filings will follow AAA’s Supplementary Rules for Multiple Case Filings. Demands will be filed in batches of up to 50 claims, with a selection process for Bellwether Arbitrations and subsequent batches. Claims not resolved through mediation or arbitration may opt-out to court proceedings.

7.6 Fees. Filing and arbitrator fees are governed by AAA Rules. Reune will not seek attorney’s fees unless claims are deemed frivolous.

7.7 Severability. If any part of the Arbitration Agreement is unenforceable, the remainder will be enforced, except for the class action waiver, which renders the entire Arbitration Agreement null if unenforceable.

8. Disclaimer and Limitation of Liability

8.1. In no event will Reune be liable to any user of the Platform, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, for any losses or damages of any kind arising from or in connection with the use of, or inability to use, the Platform, or reliance on any content available on or through the Platform. This includes, without limitation, any loss of profits, goodwill, sales, business, revenue, anticipated savings, business opportunity, reputation (whether direct or indirect), any business interruption (whether direct or indirect), any loss or misuse of data or other intangibles (whether direct or indirect, including unauthorised interception by third parties), or any indirect, consequential, or special loss or damage.

8.2. Reune does not guarantee that the functions or materials accessible from or contained in this Platform will be uninterrupted or error-free, that defects will be corrected, or that this Platform or the server(s) that make it available are free from viruses or bugs, or that they represent full functionality, accuracy, and reliability. To the fullest extent permitted by law, the Platform is provided ‘as is’ and ‘as available’ and Reune excludes all conditions, warranties, and representations of any kind, whether express, implied, or statutory, including the warranties of merchantability, fitness for a particular purpose, non-infringement, title, and those arising from course of dealing or usage of trade.

8.3. Nothing in these Terms shall exclude or limit Reune’s liability for death or personal injury resulting from our negligence, or for our fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.

8.4. You agree to indemnify, defend, and hold us and our affiliates, as well as our respective directors, officers, employees, and agents, harmless from and against any claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or related to your use, misuse, or any unauthorised use of the Platform (including User Data provided in connection therewith), or any violation of these Terms, or applicable law, by you or by someone accessing the Platform through your Account. We reserve the right, at our own expense, to assume exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in defending such claims. This indemnification obligation will survive these Terms and the termination of your use of the Platform.

8.5. If you are dissatisfied with these Terms or the Platform, your sole and exclusive remedy is to discontinue using the Platform.

All disclaimers and limitations of liability set forth in this section and elsewhere in these Terms benefit Reune and its affiliates and licensors, as well as their respective shareholders, members, partners, directors, officers, employees, agents, and representatives.

9. Accuracy of Information and Availability of the Platform

9.1. While Reune has taken care in the preparation of the Platform, the Platform and any content thereon (including any information, names, availabilities, images, pictures, logos, icons, whether related to Reune or any third-party products and services available through the Platform) are provided on an ‘as is’ basis. We make no representations, endorsements, warranties, or guarantees of any kind, whether express or implied, that the Platform and any content thereon is accurate, complete, up-to-date, secure, of satisfactory quality, fit for any particular purpose, or compatible with any third-party systems. To the fullest extent permitted by law, all such terms and warranties are excluded.

9.2. While we take reasonable care to ensure that the content on the Platform is accurate, please note that the content is not intended to constitute technical, financial, or legal advice or any other type of advice and should not be relied on for any purposes. Any reliance that you place on the content on the Platform is at your own risk.

9.3. While we strive to ensure that the Platform is available for your use, we do not promise that the Platform will be available at all times nor do we guarantee uninterrupted use of the Platform. If you experience difficulties using the Platform, please contact us at info@reune.co.uk.

10. Content Review

10.1. You acknowledge that to comply with legal obligations, we may be required to review any information or data you provide to or through the Platform (“User Data”) to determine if it is illegal or violates these Terms (such as when unlawful content is reported to us). However, Reune is not obligated to monitor or review any User Data submitted to the Platform.

10.2. We reserve the right to remove, modify, prevent access to, delete, or refuse to display any User Data that we (at our sole discretion) deem inappropriate, abusive, unlawful, or otherwise in violation of these Terms, the proper use of the Platform, or applicable law (“Infringing User Data”). Reune is not responsible or liable to you or any third party for any Infringing User Data.

10.3. If you would like to report any inappropriate or illegal content (or content that may violate these Terms), please email us at info@reune.co.uk.

11. Copyright, Trademark, and Intellectual Property Rights

11.1. References to “Intellectual Property Rights” in these Terms include copyright, patents, rights in inventions, confidential information, know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, domain names, rights in computer software (including source code and object code), and all similar rights. These rights include: (i) whether registered or not, (ii) applications to protect or register such rights, (iii) renewals and extensions of such rights or applications, (iv) vested, contingent, or future rights, and (v) rights wherever in the world they exist.

11.2. Unless otherwise stated, the Platform and all content presented on the Platform, together with all Intellectual Property Rights, are owned by Reune, our licensors, or both. These Intellectual Property Rights are protected by copyright laws and treaties worldwide. We and

our licensors reserve all rights in these Intellectual Property Rights. This means we and they remain owners and are free to use them as we and they see fit.

11.3. The Platform and the content thereon are available for browsing and reference only. Nothing in these Terms grants you legal rights to access or use the Platform or any content for other purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute the content or Platform in any manner or medium (including electronically) without Reune’s express written permission. Additionally, none of the content on the Platform may be copied, altered, transmitted, or distributed to any other party without our prior written permission.

11.4. You retain ownership of your User Data. By using the Platform, you grant Reune a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable licence to copy, reproduce, remove, process, adapt, transmit, save, host, display, store, and otherwise use your User Data in accordance with our Privacy Policy. You represent that: (i) any User Data or content you submit to the Platform is original to you and that you have the right to grant us these rights; (ii) the submission and use of your User Data on the Platform does not violate any third-party rights, including privacy, publicity, copyrights, trademark, or other intellectual property rights; and (iii) such User Data complies with these Terms.

12. Our Rights

12.1. We reserve the right to:

12.1.(a) temporarily or permanently modify the Platform (or any part thereof) with or without notice to you. We will not be liable to you or any third party for any modification. If significant changes are made, we will use our best efforts to notify you in advance in writing;

12.1.(b) temporarily or permanently withdraw the Platform (or any part thereof) with or without notice to you. We will not be liable to you or any third party for withdrawing the Platform;

12.1.(c) prevent or suspend your access to the Platform, including by preventing account creation or by suspending or closing existing Accounts, at our sole discretion, especially if you do not comply with these Terms, related policies, or applicable law; and

12.1.(d) change or update these Terms from time to time. Continued use of the Platform after changes indicates your acceptance of the new terms. It is your responsibility to check for changes regularly. If you do not agree to any changes, you must stop using the Platform immediately. For significant changes, we will endeavour to notify you in advance in writing.

terms. It is your responsibility to check for changes regularly. If you do not agree to any changes, you must stop using the Platform immediately. For significant changes, we will endeavour to notify you in advance in writing.

13. Third-Party Sites

To provide increased value to you, the Platform may contain links to other websites or third-party vendors of products and services (including banner and pop-up advertising). These links are provided solely for your convenience, and accessing them is at your own risk. Reune does not endorse, and is not responsible for, the content of any such sites, or the products and services they offer. We do not guarantee the accuracy of information on these linked sites. When you visit a linked site, it is your responsibility to read and understand the terms of use and privacy policy governing that site.

14. Linking to the Platform

You may link to the homepage of the Platform from another website, provided you do so in a fair and legal manner that does not damage our reputation or take advantage of it. You must not create a link in a way that suggests any form of association, approval, or endorsement by Reune where none exists. We reserve the right to withdraw linking permission at any time without notice, and to require you to remove any link to the Platform immediately upon request.

15. Viruses

We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your devices to access the Platform and should use your own virus protection software. Reune will not be liable for any loss or damage caused by a virus or any other technologically harmful material that may infect your devices due to your use of the Platform.

16. Force Majeure

Reune will not be liable for any delay, interruption, or failure in the provision of services if caused by events beyond our control, including but not limited to acts of God, war, fire, flood, storm, earthquake, power failure, or the inability to obtain necessary equipment or supplies not due to a failure to pay, labour disputes, or other similar events that may prevent or delay service provisioning.

17. General

17.1. Data Protection

We will only use your personal information as set out in our Privacy Policy.

17.2. Transfer of Agreement

We may transfer our rights and obligations under these Terms to another organisation. If this happens, we will notify you in writing, and we will ensure that the transfer does not affect your rights under these Terms. If you are unhappy with the transfer, you may contact us to terminate these Terms within 30 days of our notification.

17.3. Severability

Each provision of these Terms operates separately. If a court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.

17.4. Compliance with Law

The Platform has been prepared in accordance with the laws of England and Wales and is intended for use under these laws. If you access the Platform from outside England and Wales, you are responsible for compliance with local laws where applicable.

17.5. Rights of Third Parties

No person other than you or Reune has any right to enforce any of these Terms.

17.6. Breach of Terms

We shall enforce these Terms at our absolute discretion. In the event of your breach of any of these Terms, we may terminate or suspend your use of the Platform or take any action we deem necessary to remedy the breach.

17.7. Delay in Enforcement

If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, it does not mean that you do not have to comply, and it does not prevent us from taking steps against you at a later date.

17.8. Governing Law and Jurisdiction

Except as set forth in the Arbitration Agreement above, these Terms are governed by English law and fall under the jurisdiction of the English courts. If you are a Reune user located in the United States, you and Reune agree that any legal action not subject to the Arbitration Agreement must be (a) filed in, and will be heard by, only the state or federal courts located in New York, United States of America, and you and Reune expressly consent to the exclusive jurisdiction of these courts for such actions; and (b) governed by the laws of the State of New York, without regard to its conflict or choice of laws principles.

17.7. Delay in Enforcement

17.8. Governing Law and Jurisdiction