The parties expressly do not intend for the 1980 United Nations Convention on Contracts for the International Sale of Goods (the “CISG” or “Convention”) to apply to these Terms and Conditions, and opt out of the Convention, including, without limitation, any applicable provision of the Convention which relates to choice of law and venue provisions. California law, without regard to conflict or choice of law principles, shall govern the construction and interpretation of these Terms and Conditions and all claims, controversies and other disputes and proceedings concerning or arising out of these Terms and Conditions. The Parties agree that all actions or proceedings arising directly or indirectly from these Terms and Conditions shall be arbitrated or litigated before arbitrators or in courts having a situs within Los Angeles County, California; hereby consent to the jurisdiction of any local, state or federal court in which such an action or proceeding is commenced that is located in Los Angeles County, California; agree not to disturb such choice of forum (including waiving any argument that venue in any such forum is not convenient); agree that any litigation initiated by either Party in connection with these Terms and Conditions may be venued in either the state or federal courts located in Los Angeles County, California; agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; and waive the personal service of any and all process upon them and consent that all such service of process may be made by certified or registered mail, return receipt requested, addressed to the respective Parties at the address set forth on the signature page(s) to these Terms and Conditions.