a) Choice of Law, Jurisdiction. This Agreement shall be interpreted, governed and enforced under the laws of New York, without regard to its conflict of law rules. All claims, disputes and actions of any kind arising out of or relating to the Agreement shall be settled in New York, New York.
b) Alternative Dispute Resolution. The PILA Member shall be responsible for promptly notifying PILA of any claim, dispute or action, whether against other members of PILA or PILA, related to this Agreement or any Digital Identifiers or Deposited Metadata. Pursuant to the Commercial Arbitration Rules of the American Arbitration Association, a single arbitrator reasonably familiar with the publishing and Internet industries shall settle all claims, disputes or actions of any kind arising out of or relating to the subject matter of this Agreement, including the interpretation of all Dispute Policies, between PILA and the PILA Member or among members of PILA (“ADR Procedures”). The decision of the arbitrator shall be final and binding on the parties, and may be enforced in any court of competent jurisdiction. Without limiting the application of any of the foregoing, any claim, dispute or action arising out of or relating to this Agreement that is not otherwise within the scope of these ADR Procedures shall be settled before a federal court located in New York, New York.
c) Injunctive Relief. Notwithstanding the foregoing subsection 14(b) (Alternative Dispute Resolution), no party shall be prevented from seeking injunctive or preliminary relief in anticipation, but not in any way in limitation, of arbitration, before any court located in New York, New York and pursuant to the Civil Practice Law and Rules of New York. The PILA Member acknowledges that the unauthorized use of Metadata would cause the owner or PILA as a beneficial owner thereof irreparable harm that could not be compensated by monetary damages. The PILA Member therefore agrees that PILA and affected members of PILA may seek injunctive and preliminary relief to remedy any actual or threatened unauthorized use of Metadata without the posting of a bond, and otherwise as consistent with the Dispute Policies.
d) Actions between Members. The PILA Member agrees that any member of PILA may bring and maintain an action arising out of the subject matter of this Agreement directly against any other member of PILA to enforce rights and seek remedies for misuse of its Deposited Metadata, which shall be subject to the Dispute Policies. The foregoing sentence shall not limit the moving party’s other rights and remedies at law or in equity relating to any violation of its intellectual property rights, breach of contract or other cause of action that is merely incidental to its activities or assets as a member of PILA and does not otherwise arise out of or relate to this Agreement.
e) Limitations. The PILA Member may not seek to impel PILA to act against any other member of PILA, and agrees not to join PILA in any action between itself and another member of PILA (except if PILA is required to be joined for just adjudication, consistent with the standards set forth in the Federal Rules of Civil Procedure, R. 19, and provided that the joining party indemnifies PILA as PILA may reasonably require) or to bring any related cause of action against PILA directly or indirectly for such purpose(s). PILA agrees, however, to use commercially reasonable efforts to seek to enforce any final judgment of a competent tribunal that PILA reasonably believes to be enforceable, subject to the receipt of sufficient indemnities by the PILA Member seeking enforcement. Nothing in this subsection shall limit the PILA Member’s right to bring an action against PILA for a direct violation of this Agreement subject to the Dispute Policies.