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Delta-Lawyer, Attorney
Category: Legal
Satisfied Customers: 3546
Experience:  10 years practicing IP law and general litigation
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Hi! I have a question about a website Terms of Use document.

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Hi! I have a question about a website Terms of Use document. We are a nonprofit that is incorporated in Nevada. But, our office is located in Danville California and currently 95 percent of our contacts are in the San Francisco Bay Area/California. Should we list our jurisdiction as Nevada, or California?

I hope this message finds you well. I am an attorney with over a decades practice in areas of contract law, intellectual property law, general litigation and even employment law. You have an interesting question, and I am honored to be able to assist you with it.


As a matter of course and practice, I like to reserve my home turf as the jurisdiction of primary importance simply because I feel more at home in courts that are near to be geographically and because I am bar certified in that area. Most attorneys feel the same way.


As such, and based on your incorporation and office bifurcated nature (which is not unusual), you really have the ability to go either way without too many negatives. That said, if your primary work is performed in Northern CA, I would recommend that the terms of use documentation reflect that as well. Moreover, if there is a "choice of law" sentence of provision within the terms of use, you may want to acknowledge and reserve the right to either litigate in California or Nevada. The reason you should do this is because it opens up the possibility of you using the laws of the state that benefits you the most in the given circumstance.


If you want to drill down to a specific area of jurisdiction, separate and apart from a choice of law provision, since your base of operation is primarily in North CA, I would recommend CA as your jurisdiction for a number of reasons, including simple ease of conversation with local counsel, etc.


This is the tactic used most often by businesses across the nation. For instance, there a many, many companies that are registered in Delaware that have little to no dealings in Delaware simply based on Delaware's corporate law structure. Those businesses do not typically claim Delaware as their jurisdiction, but instead the area of their home office or headquarters.


The same is applicable to you guys.


Let me know if you have any additional questions or comments.


Best wishes going forward.

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