Governing law and jurisdiction clearly stated

Without a governing law clause naming a specific jurisdiction, any user in any country can sue you in their local courts under local law — including jurisdictions with no liability caps, mandatory consumer protections that override your terms, or plaintiff-friendly class action rules. Vague clauses like "applicable laws" or "laws of the country where we operate" have been repeatedly struck down by courts as unenforceable, leaving the governing law question open to the opposing party's choice. UCC §1-301 and international private law principles both require specificity to select governing law. A single missing or placeholder jurisdiction ([STATE]) invalidates the clause entirely.

Add a governing law section near the end of your Terms of Service, naming a specific state or country. Choose the jurisdiction where your company is incorporated or headquartered — consult a lawyer for the most strategically favorable choice.

## Governing Law

These Terms are governed by and construed in accordance with the laws of the
State of Delaware, without regard to its conflict of law principles.

## Dispute Resolution

Any dispute arising from or relating to these Terms or your use of the Service
will be resolved in the state or federal courts located in New Castle County,
Delaware. You consent to the exclusive jurisdiction of those courts.

If you named a specific state in your incorporation documents, use the same state here. Search your Terms file for [STATE], [JURISDICTION], or [COUNTRY] — any remaining placeholder invalidates the clause.