Terms of Service

TERMS OF USE

These Terms of Use were last updated as of August 14, 2026.

Big V Property Group LLC d/b/a Big V Direct (the “Company”, "we", "us" or “our”) provides this website and any related mobile applications (collectively, the “Site”), for the Company’s permitted users. “You” and “your” means you as an individual user of this Site, whether your use is on your own behalf or on behalf of an entity.

We’ve sought to give you the essential information here and elsewhere on our Site to help make it useful to you. These Terms of Use (the “Terms”) help us to provide you with the services, offerings, and content available through our Site, and govern your use of the Site when you use the interactive features of the Site and/or when you choose to participate in an offering or use any of the services made available through the Site (collectively, “Covered Offerings”), or when you otherwise conduct a transaction with us or engage in other activities through use of this Site.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. SEE SECTION 12 BELOW “DISPUTE RESOLUTION, ARBITRATION, GOVERNING LAW AND RELATED MATTERS” FOR MORE INFORMATION.

YOUR USE OF THE SITE FOR THE PURPOSES DESCRIBED IN THESE TERMS INDICATES YOUR ACKNOWLEDGMENT OF, AND AGREEMENT TO, THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT USE THE SITE OR COMPLETE A TRANSACTION THROUGH USE OF THIS SITE.

GENERAL ACCESS AND USE CONDITIONS FOR SITE, COVERED OFFERINGS AND OTHER TRANSACTIONS
By using the Site to use, subscribe for or purchase any Covered Offerings or to otherwise conduct another transaction with Us, you agree to the following: (a) these Terms, (b) the Privacy Policy and Cookie Policy for the Site, and (c) any additional terms, conditions and documentation (collectively, the “Additional Terms”) that are applicable to a particular Covered Offering or transaction (including, without limitation, any offering memoranda, prospectuses, risk disclosure documents, subscription agreements and accredited investor certifications), and which Additional Terms are provided to you by the Company during the course of subscribing for, purchasing or otherwise using the Site or participating in a Covered Offering or transaction. In the event of any conflict between the provisions of these Terms and the provisions of any Additional Terms, the provisions of the Additional Terms shall control with respect to the matter in question.
Some features of our Site may allow or require you to register and create an account (an “Account”) to subscribe for, purchase or otherwise use Covered Offerings. Some features of our Site are not available to the general public and may require you to create an Account to access and use those features.
The Covered Offerings made available through the Site are intended solely for persons that meet the definition of an “accredited investor” under Regulation D and other applicable regulations under the Securities Act of 1933, as amended (the “Securities Act”). Each user that establishes an Account and that participates in a Covered Offering or other transaction through the Site agrees to cooperate with the Company and the Company’s service providers in the Company’s efforts to take reasonable steps to verify that the user is an accredited investor, including by completion of requested certifications and providing appropriate supporting documentation and other information. Each individual that uses the Site, whether on such individual’s own behalf or an entity with which such individual is affiliated, must also be at least eighteen (18) years old to use the Site and to have an Account and by creating an Account, any such individual represents that he/she meets this minimum age requirement.
You are solely responsible for securing access to your Account login credentials and password, and for any use of your Account, even if not authorized by you.
We may from time to time use one or more third parties (a “Payments Processor”) to process payments for Covered Offerings and other transactions made available through our Site. The processing of payments will be subject to the terms, conditions and privacy policies of the Payments Processor in addition to those matters covered in these Terms. If an error occurs when making a payment through a Payments Processor, we are not responsible for such error, but we will use reasonable efforts to assist with such an error if we are notified about it by you. You agree that billing and registration information you provide on or through the Site will be accurate and complete.
As to any particular Site user, the Company reserves the right to refuse Covered Offerings, Site usage or service, to terminate Accounts, or to cancel enrollments, subscriptions or purchases in its sole discretion.

MODIFICATIONS TO SITE AND THESE TERMS
We reserve the right at any time and without notice to add or modify the eligibility requirements, rules, features and functionality for Covered Offerings, Accounts and the Site. Charges for Covered Offerings are also subject to change at any time without notice. We shall not be liable to you or to any third-party for any such modifications or price changes.
Without limitation of the foregoing, we reserve the right to remove or edit any Site content, to modify, suspend or discontinue the Site or any portion thereof at any time, including the availability of any features of the Site. We may also impose limits on certain features, functions and Covered Offerings or restrict your access to parts or all of the Site without notice or liability.
We also reserve the right at any time, and without notice, to update, change or replace any part of these Terms by posting updates and/or changes on our Site. You can review the most current version of the Terms at any time on this page. The date of the most recent update to the Terms is posted on the first page of these Terms and it is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes to these Terms constitutes your acceptance of those changes.
PRIVACY PRACTICES

The collection of personal information through the Site is made in accordance with the Company’s Privacy Policy, which may be accessed here: Privacy Policy

The Company uses cookies on its Site for certain tracking purposes and other functions. Our Cookie Policy provides more information about such matters and can be accessed here: [Add Link]

PROPRIETARY RIGHTS
The Site and Covered Offerings includes original works of authorship (including, but not limited to, derivative works based on graphical scans or typed text of public domain materials) that are both proprietary to, and the intellectual property of, the Company or its licensors and/or suppliers and are protected by U.S. and non-U.S. intellectual property laws, including but not limited to copyright, trademark, patent, and trade secret laws. The Company grants you a limited, personal, revocable license to access and use of the Site only for your personal use and subject to your compliance with these Terms.
Without limitation of the foregoing:

(i) All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, other compilations of content and software, is the property of the Company or its licensors and other content providers, and is protected by United States and international copyright laws. The respective owners and licensors of any copyrighted content included in the Site retain and reserve all of their rights related to such content and the copyrights therein.

(ii) The marks “Big V” and the stylized “V”, among other marks, are proprietary trademarks or service marks of the Company and are protected by applicable trademark laws and other intellectual property laws.

The Site may include other registered or unregistered trademarks or service marks of the Company, or its suppliers or licensors. The respective owners and licensors of any marks included in the Site retain and reserve all of their rights related to such marks.

Subject to your compliance with these Terms, the Company grants to you a non-exclusive and non-transferable license to:

(i) Use the Site as provided herein, until such time as we terminate such use rights, which we may do in our discretion;

Access, load, store and operate the Site with browser software; and

(iii) Display, download and print portions of the Site to evaluate and/or enroll in, subscribe for or purchase Covered Offerings, subject to the limitations applicable to use of the Site and any Covered Offerings.

The Site may include technological protection measures that control access, reproduction or distribution of the proprietary or intellectual properties accessible through the Site. Any attempt to tamper or dismantle these protections is a breach of these Terms and may also be a violation of applicable law (including the U.S. Digital Millennium Copyright Act).
SITE USAGE RESTRICTIONS
Notwithstanding the above, without the prior written consent of the Company, you are not permitted to:

(i) Decompile, reverse engineer, disassemble and/or create derivative works from the Site;

Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark and patent designations, contained in the Site;

(iii) Upload, post, email, transmit, publish, re-publish, distribute, display or otherwise make available the Site to any third parties;

(iv) Use the Site for any commercial, financial or other beneficial purpose, including, but not limited to, the advertising, the exploitation of, rental, lease, sale or resale of the Site;

Store the accessed, used, or downloaded Site in any electronic, magnetic, optical or other format now known or created hereafter for more than thirty (30) days;
Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components or create derivative works of the Site;
Remove, modify, hide or otherwise make unreadable or non-viewable any notice, legend, advice, watermark or other designation contained on the Site, component thereof or output therefrom;
(a) Co-brand the Site, (b) frame the Site, or (c) authorize or engage any other party to do any of the foregoing, without the express prior written permission of an authorized representative of the Company; (for purposes of these Terms, “co-brand” or “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this Site); or
Interrupt, or attempt to interrupt, the operation of the Site in any way.

We may offer chat rooms, message boards, other public forums or communications features on the Site that you and others can use to share information and to communicate with one another. We ask that Site users be respectful of one another when using these and other Site features.
Harassment in any manner or form on the Site is strictly forbidden. Impersonation of others, including of any of the staff of the Company or other Site users is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.
Any conduct by you that we believe restricts or inhibits any other user from using or enjoying the Site, is harmful or disruptive to the Site or which could breach any agreement between us and any third party is prohibited. You agree to use the Site only for lawful purposes. We reserve the right to terminate your access, or suspend any third party's access, to all or part of the Site, without notice, for any conduct or posting of any content that we believe is harmful to any Site user, the Company, our affiliates, our suppliers or licensors or any other third party. We reserve the right to terminate your access, or suspend any third party's access, to all or part of the Site, without notice, for any conduct or posting of any content that (a) we believe is harmful to any Site user, the Company, our affiliates, our suppliers or licensors or any other third party; or (b) we believe is inconsistent with the mission or philosophy of the Company and its programs.
USER SUBMISSIONS

‍A. For those portions of the Site that allow you to post content of any type, you are responsible for any such text, comments, feedback, materials or other content and information that you submit, post or otherwise make available on the Site (as applicable, a "User Submission"), including its legality, accuracy, appropriateness, and trademark and copyright ownership. Without limitation of the foregoing, you may not post any User Submission that: (i) is not your original content, unless you have obtained permission to post such content form its lawful owner, (ii) defames, slanders, libels, harasses, threatens or invades the privacy of others; (ii) violates federal, state or local law or is unlawful in any other way; (iii) is obscene; (iv) violates the intellectual property rights of any person or entity; or (v) otherwise violates these Terms.

You agree that any User Submissions provided by you in connection with this Site are provided on a non-proprietary and non-confidential basis. Please note that, generally, User Submissions on publicly viewable areas of the Site will be accessible by other users on the Site. Unless otherwise agreed in writing by the Company as to a specific User Submission, you agree that the Company is free to use any of your User Submissions on an unrestricted basis for any purpose and you grant the Company a sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of your User Submissions.
THIRD PARTY LINKS

The Site may contain links to other websites that are operated by third parties and not by the Company (a “Linked Site”). Linked Sites are not under the control of the Company, and the Company does not endorse and is not responsible for, the functionality of the links to or from, content or applications provided by or through, or the privacy practices and policies or other agreements applicable to a Linked Site. The Company is not responsible for licensing to you any content or application provided by or through a Linked Site, and your use of content or application(s) provided by or through Linked Sites is governed solely by your agreement, if any, with the owner and/or provider of the Linked Site. Your use of any Linked Sites, and links to and from any third-party website, is at your sole risk. For example, and without limitation of the foregoing, the Company is not responsible for any incorrect data, errors in computation, improper transmission of data, or any security breach resulting from your use of a Linked Site or a link to or from a Linked Site. The Company provides links to a Linked Site to you only as a convenience for you.

SITE Security

The Company has implemented policies and technical and organizational measures that are intended to help safeguard and protect information provided to and from Site users against unauthorized access, accidental loss, improper use and disclosure. However, you should be aware that information transmitted over the Internet is not completely secure because of the nature of the Internet and that systems and measures used to secure information are not flawless. For these reasons, although the Company uses reasonable efforts to help protect your personal information, the Company does not warrant the security of information transmitted to it or stored by it, and personal information that is transmitted to the Company through the Site is done at your own risk.

DISCLAIMERS

NONE OF THE CONTENT CONTAINED ON, OR THAT IS MADE AVAILABLE THROUGH, THE SITE IS INTENDED AS, AND SHOULD NOT BE CONSTRUED AS, LEGAL, ACCOUNTING, FINANCIAL OR TAX ADVICE. ANY STATEMENT CONTAINED ON THIS SITE REGARDING LEGAL, ACCOUNTING, FINANCIAL OR TAX MATTERS IS PROVIDED AS GENERAL INFORMATION ONLY AND IS NOT INTENDED TO BE RELIED UPON BY ANY SPECIFIC PERSON OR AS DEFINITIVE ADVICE OR GUIDANCE ON THE MATTERS DESCRIBED . ANY DISCUSSION OF TAX MATTERS CONTAINED WITHIN THIS MATERIAL IS NOT INTENDED TO BE USED AND CANNOT BE USED FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER APPLICABLE FEDERAL, STATE OR LOCAL TAX LAWS OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR MATTER ADDRESSED HEREIN. EACH PERSON EVALUATING A COVERED OFFERING OR ANOTHER TRANSACTION CONNECTED WITH THE SITE SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE BASED ON SUCH PERSON’S PARTICULAR CIRCUMSTANCES FROM INDEPENDENT LEGAL, ACCOUNTING, FINANCIAL AND/OR TAX ADVISORS.

IN ADDITION, THE COMPANY MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT CONCERNING THE SITE, ITS CONTENTS OR ANY COVERED OFFERINGS. WITHOUT LIMITATION, WE DO NOT WARRANT THAT (A) THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE SITE, INCLUDING THE SERVERS ON WHICH THE SITE IS OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (C) INFORMATION PROVIDED BY OR MADE AVAILABLE THROUGH THE SITE IS COMPLETE, ACCURATE, ERROR-FREE OR UP-TO-DATE.

WITH RESPECT TO ANY COVERED OFFERING THAT INVOLVES THE OFFERING OF SECURITIES, SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES LAWS IN RELIANCE ON ONE OR MORE EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS, INCLUDING WITHOUT LIMITATION, THAT ALL OFFEREES AND PARTICIPATING INVESTORS ARE ACCREDITED INVESTORS UNDER APPLICABLE SECURITIES LAWS. ANY SUCH SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BESOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER APPLICABLE LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS, IN ADDITION TO ANY OTHER REQUIREMENTS APPLICABLE TO SUCH SECURITIES PURSUANT TO THE TERMS OF A COVERED OFFERING. THE PRESENCE OF A LEGEND ON THE DOCUMENTATION FOR ANY SUCH SECURITIES WITH RESPECT TO ONE OR PARTICULAR STATES SHOULD BE UNDERSTOOD ONLY THAT A SECURITIES-RELATED LEGEND MAY BE REQUIRED BY THE APPLICABLE AND NOT THAT AN OFFER OF SALE OF SUCH SECURITIES MAY BE MADE IN SUCH STATE OR ANY OTHER STATE.

STATEMENTS AND MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THIS SITE OR WITH RESPECT TO AN APPLICABLE COVERED OFFERING MAY CONTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE SECURITIES ACT. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF A PARTICULAR COVERED OFFERING TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. GIVEN SUCH UNCERTAINTIES, PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO RELY ON SUCH FORWARD-LOOKING STATEMENTS AND TO PERFORM THEIR OWN ANALYSIS WITH RESPECT TO FUTURE EVENTS, PROJECTIONS, OR OTHER DISCLOSURES INVOLVING UNCERTAINTIES. FORWARD-LOOKING STATEMENTS DO NOT IN ANY WAY INDICATE OR GUARANTEE ANY ACTUAL RESULTS THAT MAY BE REALIZED. ALL STATEMENTS REGARDING THE COMPANY’S EXPECTED, ANTICIPATED, OR PROJECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLAN AND INFORMATION ARE FORWARD-LOOKING STATEMENTS. THE COMPANY AND ITS REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY SPONSORS) CAN GIVE NO ASSURANCE THAT EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS WILL PROVE TO HAVE BEEN CORRECT, AND DISCLAIM ANY OBLIGATION TO UPDATE SUCH FACTORS OR TO REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH EXPECTATIONS (“CAUTIONARY STATEMENTS”) MAY BE DISCLOSED THROUGH THIS SITE OR IN THE MATERIALS PROVIDED WITH RESPECT TO A GIVEN COVERED OFFERING, INCLUDING, WITHOUT LIMITATION, IN CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.

LIMITATIONS OF LIABILITY
USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO YOUR HAVING INPUT YOUR INFORMATION INTO THE SITE AND YOUR PARTICIPATION IN ANY COVERED OFFERING.
THE COMPANY SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES BASED ON YOUR USE OF THE SITE OR YOUR PARTICIPATION IN ANY COVERED OFFERING, INCLUDING, BUT NOT LIMITED TO, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, DIRECT, INDIRECT, ATTORNEYS FEES, DAMAGES FOR LOSS OF PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE LIABILITY OF THE COMPANY, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY CONNECTED WITH THE SITE, ITS CONTENT OR ANY COVERED OFFERINGS IS LIMITED TO THE GREATER OF (I) THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE SITE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING YOUR CLAIM, OR (II) $500.
TERMINATION MATTERS
In addition to the modification, update and change provisions addressed in Section 2 above of these Terms, we reserve the right to terminate your use of the Site and your Account at any time and without notice.
The termination of any of your or our rights or obligations with respect to Covered Offerings that you may subscribe for or participate in through the Site shall be governed by the Additional Terms applicable to such Covered Offerings.
Upon any termination of your use of the Site or your Account, the following provisions of these Terms shall remain in effect: Sections 2 through 13.
DISPUTE RESOLUTION, ARBITRATION, GOVERNING LAW AND RELATED MATTERS
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to the Site, these Terms or any Covered Offerings (each a "Dispute" and collectively, “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to discuss and resolve any Dispute (except those Disputes that are noted below as Excepted Matters) informally and in good faith for at least thirty (30) days before initiating arbitration. Such informal negotiations shall commence upon written notice of a Dispute from one Party to the other Party.
Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except an Excepted Matter) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted before one (1) arbitrator under the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), which is available at the JAMS website www.jamsadr.com. Your arbitration fees and your share of arbitrator compensation shall be governed by the JAMS Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable provisions of the JAMS Rules or applicable law, any in-person arbitration will take place in New York, New York. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Restrictions and Limitations. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the fullest extent permitted by applicable law: (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

In no event shall any Dispute brought by either Party related in any way to the Site, these Terms or a Covered Offering be commenced more than one (1) year after the cause of action first arose. If this provision is found to be unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes shall not be subject to the above provisions concerning informal negotiations and binding arbitration (each an “Excepted Matter”): (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; (c) any claim for injunctive relief; and (d) any pursuit of a remedy by a Party that is expressly provided for in the Terms in connection with a matter that might constitute a Dispute (for instance, the ability of the Company to suspend or terminate access to the Site or an Account in the event of a breach of the Terms, Company policies or for non-payment). If this provision is found to be unenforceable, then the applicable matter shall be treated as a Dispute subject to arbitration as provided above.
CHOICE OF LAW. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to such state’s conflict of laws principles.
JURISDICTION AND VENUE. Other than a matter subject to arbitration as noted above, all other claims or controversies arising under these Terms or a transaction conducted through the Site, (i) where subject matter jurisdiction lies for adjudication in the federal courts, any such claim or controversy, shall be adjudicated in the United States District Court for the Southern District of New York, and (ii) in all other cases, in the state and local courts located in New York, New York.
WAIVER OF JURY TRIAL. YOU KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS.
MISCELLANEOUS
SEVERABILITY. If any provision of these Terms is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of these Terms, and all provisions not affected by such invalidity shall remain in full force and effect.
WAIVER. The waiver by either party of a breach or default in any of the provisions of these Terms by the other party shall not be construed as a waiver of any other breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
NOTICE. Any notice provided pursuant to these Terms, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof, (ii) if by mail, ten (10) days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, or (iii) if by next day or other direct delivery service, upon such confirmed delivery.
HEADINGS. The section headings used in these Terms are for reference and convenience only and shall not enter into the interpretation of these Terms.
ENTIRE AGREEMENT. These Terms, together with the Privacy Policy, the Cookie Policy and any applicable Additional Terms, constitute the entire agreement between the parties with respect to the subject matter of these Terms and the transactions entered into for specific Covered Offerings offered by Us, and supersedes all prior agreements between the parties, whether written or oral, relating to such subject matter.