Version 2.1

Date: Oct 22, 2024

TERMS OF USE

These Terms of Use (“the Terms” or “Terms”) and the Arbitration Agreement form binding agreements between You and Novig Sweeps, LLC (“Novig,” “Us,” “We,” or “Sponsor”) and govern Your access and use of WWW.NOVIG.US and any related Novig applications (the “Platform”), including the creation of Your User Account, use of the Games on the Platform, participation in any Sweepstakes Promotions, and any transactions or dealings with Us (collectively, the “Services”). These Terms of Use supersede and replace all prior Terms of Use.

NOTICES:

PLEASE READ CAREFULLY:

You represent and warrant that you have the right, authority, and capacity to accept these Terms and to abide by them, that you are at least 21 years of age, and that you have fully read and understood the Terms. You must read these Terms carefully in their entirety before checking the box for acceptance of these Terms. By checking the acceptance, or by accessing the Games or creating a User Account, you confirm that you have read and agree to be bound by these Terms. If you do not agree with any provision of these Terms of Use or any other linked policy, rules, or terms, you must not check the box for acceptance and you must not use the Service.

1. CHANGES TO TERMS AND CONDITIONS AND RELATED POLICIES

1.A. We may periodically update or revise these Terms. Such changes will be reflected in the Terms on the Platform at Terms of Use. We may also notify you via email regarding any significant changes. Regardless of whether you receive or review such notifications, you agree to be bound by any updates or changes. It is your responsibility to review the Terms of Use on the Platform regularly before accessing the Platform or using any Services. Continued use of the Services after changes are posted indicates your acceptance of the revised Terms.

1.B. Similarly, we may periodically update our Privacy Policy, Sweepstakes Rules, and Responsible Gameplay Policy, which are part of these Terms. Any changes will be posted on the Platform. You agree to be bound by these updates and acknowledge that it is your responsibility to review these policies on the Platform regularly before accessing the Platform or using any Services. Continued use of the Services after changes are posted indicates your acceptance of the revised policies.

1.C. In case of any conflict between these Terms and the Privacy Policy, Sweepstakes Rules, or Responsible Gameplay Policy, these Terms will take precedence.

2. DEFINITIONS

“Content” means text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and other material used, displayed, or available as part of the Games and Platform, including virtual coins.

“Customer Account” means an account held by a Player.

“Excluded Territory” means, for both Novig Coins Games and Sweepstakes Games, the States of Alabama, Colorado, Idaho, Louisiana, Michigan, Montana, Nevada, Tennessee, as well as any outlying U.S. territories or possessions, and any other jurisdiction outside of the United States. Other Restrictions and Rules concerning eligibility apply – see the Novig Sweepstakes Rules for further details.

“Novig Cash” means sweepstakes entries subject to the Sweepstakes Rules, in the form of virtual coins enabling you to play the Sweepstakes Games. Novig Cash may be provided free of charge upon sign-up, as a bonus with purchases of Novig Coins, or via alternative methods of entry outlined in the Sweepstakes Rules. You may win additional Novig Cash by playing Sweepstakes Games. Novig Cash is non-transferable and cannot be sold. You cannot purchase Novig Cash.

“Novig Coins” means the virtual coins enabling you to play the Novig Coins Games. Novig Coins may be purchased or provided free of charge upon sign-up and at regular intervals upon logging into the Platform. Novig Coins hold no monetary value and cannot be exchanged for cash or prizes. Novig Coins are non-transferable and cannot be sold.

“Novig Coins Game” means any game or mode played with Novig Coins virtual coins. Players may only win additional Novig Coins when playing Novig Coins Games and may purchase more Novig Coins on the Platform. Monetary prizes cannot be won when playing Novig Coins Games.

“Fraudulent Conduct” means any conduct described in Section 6.A. “Game” means any one or more Novig Coins Game(s) or Sweepstakes Game(s) available on the Platform. Novig reserves the right to add and remove Games from the Platform at its sole discretion. “Inactive Account” means a Customer Account that has not recorded any logins or logouts for a period exceeding 12 consecutive months.

“Platform” means the services provided through any URL or mobile application belonging to or licensed to Novig and branded as part of the “Novig” family of games, including the website located at https://www.novig.us and all subdomains, subpages, and successor sites thereof, as well as all Games, features, tools, and services available thereon.

“Player” or “you” means any person who uses the Platform to register an account or play Games. “Prizes” means available sweepstakes prizes under the Sweepstakes Rules.

“Sweepstakes Rules” means the applicable Sweepstakes Rules in effect at the time as posted on the Platform.

“Sweepstakes Game” means any game played with Novig Cash.

“Terms of Use” or “Terms” means these terms and conditions, as amended from time to time.

“Third Party Websites” means a third-party website not controlled by Novig.

“Virtual Coins” means Novig Coins or Novig Cash used in the Games or present in your Wallet at any time.

“Wallet” means the section of the Platform that displays Player balances.

“We,” “our,” or “Novig” means Novig Sweeps, LLC, located at 169 Madison Ave #2199 New York, NY 10016, and any related companies.

3. PARTICIPATION

Restrictions

3.A. By participating, you affirm and warrant that:

(a) You are at least 21 years old and, according to applicable laws, eligible to participate in the Platform's Games.

(b) When engaging in Novig Coins Games or Sweepstakes Games, you do not access the Platform from Excluded Territories, including Alabama, Colorado, Idaho, Louisiana, Michigan, Montana, Nevada, Tennessee.

(c) Your participation in the Games is solely for recreational and entertainment purposes.

(d) You participate in the Games solely on your own behalf and not on behalf of any other person.

(e) All information provided to us during the validity of these Terms of Use is true, complete, and accurate, and you will promptly notify us of any changes to such information.

(f) Funds used to purchase Novig Coins are legally obtained and not from any illegal activity or source.

(g) You will not engage in fraudulent, collusive, or unlawful activities in connection with your or others' participation in any Games, nor use software-assisted methods or devices for participation. We reserve the right to void participation in case of such behavior.

(h) When purchasing Novig Coins, you must use only a valid payment method (or credit card, where applicable) that belongs to you.

3.B. It is the Player's responsibility to ensure that their use of the Platform complies with the laws of their jurisdiction. Any person knowingly in violation of this clause, including attempting to circumvent restrictions by using VPNs, proxies, or providing false location information, is in breach of these Terms of Use and may be committing fraud, subject to criminal prosecution.

Eligible Players

3.C. Employees and former employees (within 3 years of cessation of employment) of Novig, its affiliates, advertising agencies, or any other entities involved in the Games' design, production, or distribution, along with their immediate family (spouse, parents, siblings, children) and household members (co-residents for at least 3 months per year) are ineligible to participate.

Single Account

4.A. You may only possess one Customer Account on the Platform. Any attempt to create multiple Customer Accounts may result in the cancellation or suspension of all accounts, as outlined in Section 13.C.

4.B. Should you discover you have more than one registered Customer Account on the Platform, you must promptly notify us.

Accuracy

4.C You must maintain accurate registration details. Any changes to your contact or personal information must be promptly updated by contacting customer support via the live chat function on the platform or via email at support@novig.co to update your details.

Password

4.D. Upon registration, you'll choose a password for accessing your Customer Account. It's your responsibility to safeguard your login details and not disclose them to anyone. If your password is compromised or lost, notify us immediately.

Account Transfers

4.E. You are not allowed to transfer Novig Coins or Novig Cash between Customer Accounts, or from your Customer Account to other players’ accounts, or to receive Novig Coins or Novig Cash from other Customer Accounts into your Customer Account, or to transfer, sell, and/or acquire Customer Accounts is strictly prohibited.

Inactive Customer Accounts

4.F. We reserve the right to deactivate Customer Accounts deemed inactive.

Closing of Customer Accounts

4.G. You can request to close your Customer Account at any time by contacting customer support via the live chat function on the platform or via email at support@novig.co.

4.H. You may request the reopening of your Customer Account, subject to evaluation by our Customer Support and Compliance teams.

4.I All Virtual Coins are forfeited if your Customer Account is terminated or suspended for any reason, in Novig’s sole and absolute discretion, or if the Service is no longer available. To the extent legally permissible, if your Customer Account, or a particular subscription for the Service associated with your Customer Account, is terminated, suspended and/or if any Virtual Coins are selectively removed or revoked from your Customer Account, no refund will be granted, no Virtual Coins will be credited to you or converted to cash or other forms of reimbursement.

Discretion to Refuse or Close Accounts

4.J. We reserve the right to refuse to open or close Customer Accounts at our discretion.

Responsible Gameplay

4.K. Novig promotes responsible gameplay and provides features to help manage Customer Accounts. Refer to the Responsible Gameplay Policy for details.

Games

4.L. Each Game on the Platform has its own rules, available on the Platform. It's your responsibility to review and understand these rules before playing.

Novig Coins Purchases and Refund Policy

4.M. Additional Novig Coins can be purchased through the Platform's "Purchase" section. Payments are final, and no refunds will be issued.

4.N. Novig Coins purchases through the Website accept major debit and credit cards. Purchases made through the in-app purchase facility are subject to the payment terms and conditions of the provider.

Novig Coins and Novig Cash Balances

4.O. You may participate in Games only with sufficient virtual coins in your Wallet. Novig Coins purchases are non-refundable and do not hold real money value.

License; No Right or Title in Virtual Coins

4.P. You are granted a limited license to use Virtual Coins for Games. Novig reserves the right to manage Virtual Coins and may remove or revoke them from your account.

Transfer of Virtual Coins

4.Q The sale or transfer of Virtual Coins or Accounts is strictly prohibited. Any attempt to do so is in violation of these Terms of Use and may result in a lifetime ban from the Service and possible legal action.

Void Games

4.R. We may void the result of any Game in the case of an error, mistake, or technical issue.

Final Decision

4.S. In case of a discrepancy in Game results, the result on Novig's server software will prevail.

General

5.A. All promotions, including Sweepstakes Games, contests, special offers, and bonuses, are governed by these Terms of Use, the Binding Arbitration and Class Waiver Agreement, and the Sweepstakes Rules, along with any additional terms published at the time of the promotion.

Promotion Management

5.B. Novig reserves the right to withdraw or modify promotions without prior notice.

Abuse of Promotions

5.C. If Novig reasonably determines that a Player is exploiting any promotion, including engaging in Fraudulent Conduct, to gain an advantage for themselves or others, we reserve the right to withhold, deny, or cancel any benefits, bonuses, or Prizes. Additionally, we may suspend or terminate the Player's Account at our discretion.

Ownership and Use

6.A. The computer software, graphics, Platform, and user interface provided by Novig or its associates are protected by copyright laws. You may only use the software for personal, recreational purposes, following all established rules, including these Terms of Use and the Sweepstakes Rules, and complying with all applicable laws.

Ownership Acknowledgment

6.B. You recognize that Novig owns or holds licenses for all intellectual property related to the Content.

No Intellectual Property Rights

6.C Your use of the Games and Platform does not grant you any intellectual property rights over the Content, Games, or Platform.

License for User-Generated Content

6.D. By publishing or uploading any content to Novig-controlled websites or social media pages, you grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use such content as we see fit.

Restrictions on Content Modification

6.E. You are prohibited from reproducing or modifying the Content, including removing copyright or trademark notices.

Trademark and Logo Ownership

6.F. Trademarks and logos displayed on the Platform belong to their respective owners and are protected by trademark and copyright laws.

Prohibited Actions

7.A. You are prohibited from:

(a) Attempting to access any part of the Games or Platform through unauthorized means.

(b) Trying to alter or dismantle any part of the Games or Platform.

(c) Introducing malicious software or similar materials.

(d) Trying to access restricted information within Games.

(e) Engaging in cheating or collusion.

(f) Using the Platform for illegal money transfers or money laundering.

(g) Participating in or promoting schemes aimed at exploiting special offers or misleading identity documentation.

Legal Compliance

7.B. You must not engage in unlawful or fraudulent activities or transactions prohibited by applicable laws. We actively monitor transactions to prevent money laundering.

Consequences of Suspected Fraud

7.C. If we suspect fraudulent or unlawful activity, including money laundering or any violation of these Terms, we reserve the right to deactivate your access to the Service and suspend your Customer Account. We may also share relevant information with authorities or financial institutions. You are expected to fully cooperate with any investigation.

Reporting Suspected Fraud

7.D. If you observe any unlawful or fraudulent activity by another Player, please report it immediately using the communication methods provided in the Customer Complaints procedure outlined in Section 10.

8. VIRUSES

8.A. While we make every effort to ensure the Platform is virus-free, we cannot guarantee its absolute immunity. It is your responsibility to safeguard your systems and have provisions in place to reinstall any lost data or programs resulting from a virus.

9. NO WARRANTIES

The Service, including all content and user materials, is provided "as is" and "as available" without any express or implied warranties, including but not limited to warranties of title, merchantability, fitness for a particular purpose, or non-infringement. We make no warranty:

(a) That the Service will be uninterrupted or error-free;

(b) That defects or errors in the Service will be corrected;

(d) That the Service will be free from viruses or other harmful components;

(d) Regarding the quality, accuracy, completeness, and validity of any information or materials in connection with the Service;

(e) That your use of the Service will meet your requirements; or

(f) That transmissions or data will be secure.

Exceptions

9.B. Some jurisdictions do not allow the disclaimer, exclusion, or limitation of certain warranties, liabilities, and damages, so some of the above disclaimers, exclusions, and limitations may not apply to you. In such jurisdictions, our warranties and liability will be limited to the fullest extent permitted by applicable law.

Malfunctions

9.C. We are not liable for any downtime, server disruptions, lagging, or any technical or political disturbances to gameplay, nor for any attempts by you to participate using unauthorized methods.

9.D. We shall have no liability for any damages or losses arising out of or in connection with the Platform or its content, including delays or interruptions in operation or transmission, loss or corruption of data, communication or line failure, misuse of the Platform or its content by any person, or any errors or omissions in content.

9.E. In the event of a Platform system malfunction, all gameplay on that Platform is void.

9.F. If a Game fails to conclude due to a system failure, we will credit the amount of Novig Coins or Novig Cash played back to your Customer Account. We reserve the right to correct Player balances and account details to rectify such mistakes.

9.G. We reserve the right to remove any part of the Games from the Platform at any time. Any incorrect behavior affecting Prize redemption, Game data, Novig Coins balances, Novig Cash balances, or other balances may result in cancellation and removal from the Platform. Player balances and Customer Account details may be adjusted in such cases to correct any errors.

Changes

9.H. We reserve the right to suspend, modify, remove, or add Content to our application or Games at our sole discretion, without notice. We will not be liable for any loss resulting from such changes, and you will have no claims against us in such regard.

Service Suspension

9.I. We may temporarily suspend the Service, in whole or in part, for any reason at our sole discretion. We may provide notice of such suspension to the extent practicable. We will restore the Service as soon as reasonably possible after such temporary suspension.

10. COMPLAINTS AND CUSTOMER SUPPORT

10.A. To reach our Customer Support department, you can select the "Live Chat" link on the Platform or email us at support@novig.co.

10.B. California consumers have specific rights under California Civil Code Section 1789.3. You can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 N. Market Blvd., Suite N – 112, Sacramento, CA 95834, or by phone at 1(800) 952- 5210.

INITIAL DISPUTE RESOLUTION PROCEDURE

10.C. Before pursuing any claims through arbitration, both parties must attempt to resolve the dispute informally. Here's the process:

Upon receipt of your Complaint, we'll aim to reply within 48 hours and resolve the issue within 30 days. If you're not satisfied after this process, you can pursue arbitration as outlined in Section 11. Both parties must engage in good faith negotiations before arbitration. Even if you opt out of arbitration, the Initial Dispute Resolution procedure remains in effect.

11. BINDING ARBITRATION & CLASS ACTION WAIVER AGREEMENT

Please carefully read this Arbitration & Class Action Waiver Agreement ("Agreement"). This Agreement establishes how any disputes between you and Novig, Inc. will be resolved through final and binding arbitration on an individual basis only, and solely for your own losses. By agreeing to this Agreement, you are giving up your right to proceed as part of a class or collective action or to seek relief on behalf of others. Arbitration means you cannot seek damages in court or present your case to a jury.

Acceptance of Terms

11.A. By accessing or using the Service or clicking to accept or agree to this Agreement, you agree to its terms. If you do not agree, you may not access or use the Platform or Service. This Agreement applies to all your activity on the Platform, including transactions with Novig, regardless of when they occurred.

Scope of Agreement to Arbitrate

11.B. You and Novig agree that any dispute arising from your use of the Platform, including claims related to this Agreement, the Terms of Use, the Sweepstakes Rules, or Privacy Policy, shall be resolved by arbitration. However, claims involving the unlawful use of intellectual property are exempted from arbitration.

Separate Agreement

11.C. This Agreement stands independently from other terms and policies. Invalidity or illegality of other parts does not affect the validity of this Agreement.

Initiating Arbitration

11.D. After the initial dispute resolution process, arbitration may be sought through the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The arbitrator will have the authority to award remedies available in individual lawsuits.

Option and Procedure to Opt Out of Arbitration

11.E. You have the option to opt out of arbitration within thirty (30) days of entering this Agreement by emailing support@novig.co with the subject line "OPT OUT" and providing your full name and address.

Location of Arbitration and Applicable Rules

11.F. Arbitration will proceed individually, governed by AAA rules, with arbitration fees paid according to those rules. Arbitration will be held in the Delaware Court of Chancery.

Waiver of Class Relief and Collective Action

11.G. Both you and Novig waive the right to participate in class actions or collective arbitration. You can only arbitrate or litigate individually for your own losses.

Waiver of Jury Trial

11.H. Both parties waive the right to a jury trial in any legal proceeding arising from the Platform or Services.

Severability

11.I. If any part of this Agreement is found to be unlawful or unenforceable, the rest of the Agreement will remain valid and enforceable to the fullest extent permitted by law.

DEACTIVATION / LIMITATION / SUSPENSION OF ACCOUNT

12.A. Novig reserves the unilateral right to deactivate, limit, or suspend your Customer Account without prior notification.

12.B. We retain the discretion to deactivate or suspend your Customer Account if we suspect or find that you have engaged, or are likely to engage, in the following activities:

12.C. In the event of deactivation or suspension under Section 12.B, you are liable for any resulting claims, losses, or expenses incurred by Novig, and you agree to indemnify and hold Novig harmless.

12.D. If we have reasonable grounds to believe you participated in any of the activities outlined in Section 12.B, we reserve the right to withhold funds or recover prizes attributed to such activities.

12.E. Deactivation due to fraudulent or illegal activity results in forfeiture of redeemed prizes.

12.F. Novig reserves the right to limit the use of accounts deemed professional or non-recreational.

12.G. Following account deactivation, opening new accounts without express authorization is prohibited for you and your household members.

12.H. The rights outlined in this section do not diminish any other rights Novig may have against you under these Terms of Use or otherwise.

13. INDEMNITY AND LIMITATION OF LIABILITY

Indemnity

13.A. You agree to indemnify and hold harmless Novig, its directors, officers, employees, shareholders, agents, affiliates, consultants, suppliers, advertisers, payment services promoters, partners, and their agents, employees, officers, and directors, along with our ultimate parent and parent companies and any subsidiaries, against any costs, expenses, liabilities, and damages arising from your participation, including but not limited to:

(a) Use of the Platform.

(b) Use of the Platform via telecommunication services.

(c) Use of any materials from the Platform or other sources.

(d) Accessing the Platform servers.

(e) Facilitating or making payments into your Customer Account.

(f) Playing games through any delivery mechanism.

(g) Acceptance and use of any prize.

Limitation of Liability

13.B. By accessing, using, or downloading the Service, you acknowledge and agree that your use is at your own risk and that none of the parties involved in creating, producing, or delivering the Service, including Novig and its affiliates, subsidiaries, employees, agents, or contractors, are liable for any damages or losses of any kind, including direct, indirect, incidental, consequential, special, or punitive damages. This includes lost profits, loss of data, legal fees, and other expenses, arising directly or indirectly from your access to, use of, or reliance on any material or content on the Service or Platform.

13.C. The total liability of the released parties to you for any loss or damage arising from any cause, whether direct or indirect, will not exceed the value of the Novig Coins purchases made via your Customer Account in respect of the relevant game or product that gave rise to the liability.

Statute of Limitations

13.D. Any claims arising out of or related to the Platform or these Terms of Use must be filed within one year of the action or occurrence giving rise to the claim. After one year, such claims will be time-barred.

Negligence

13.E. Nothing in these Terms of Use excludes any liability of Novig for fraud, death, or personal injury caused by Novig's negligence.

14. USE OF LIVE CHAT SERVICES

Purpose and Responsibility

14.A. We offer live chat services for communication between players and customer support representatives or other players. You are responsible for using these services only for their intended purposes and in compliance with the following guidelines.

14.B. Content Guidelines

Monitoring and Enforcement

14.C. We reserve the right to monitor all content submitted through live chat services to ensure compliance with our guidelines. If you breach any provisions, we may take actions such as banning you from using live chat services, suspending or closing your customer account, or refusing to redeem any prizes.

Removal of Services

14.D. We may remove any live chat service from the platform if it is abused or violates our terms and conditions.

Limitation of Liability

14.E. We are not liable for any damage arising from the use of live chat services.

Indemnification

14.F. You agree to indemnify us against any damage arising from your illegal, unlawful, or inappropriate conduct or violation of the provisions outlined in this section or any other rules governing live chat services on the platform.

Reporting Suspicious Behavior

14.G. Players are encouraged to report any suspicious behavior through customer support by contacting support@novig.us. Collaborative behavior through live chat services is strictly prohibited.

15. Novig is Not a Financial Institution

Interest

15.A. You will not receive any interest on outstanding Prizes, and you will not treat Novig as a financial institution.

No Legal or Tax Advice

15.B. Novig does not provide advice regarding tax and/or legal matters. Players who wish to obtain advice regarding tax and legal matters are advised to contact appropriate experts and advisors in the field.

Arbitrage Prohibited

15.C. You are strictly prohibited from utilizing the Service and the systems of Novig to facilitate arbitrage through currency exchange transactions. Where Novig deems that you have deliberately used the systems for financial gain through arbitrage, any gains will be forfeited and deducted from your balance without warning or notification.

16. OTHER

Entire Agreement

16.A. These Terms of Use, coupled with the Binding Arbitration and Class Action Waiver Agreement, constitute the entirety of the agreement between you and us concerning your utilization of the Platform or Service, superseding all prior agreements or contemporaneous communications and proposals, whether electronic, oral, or written.

Tax Responsibility

16.B. You bear sole responsibility for any state, local, or federal taxes that may be applicable to your utilization of the Service.

Force Majeure

16.C. Novig shall not be held liable or accountable for any inability to perform, or delay in performing, any of our obligations under these Terms of Use due to events beyond our reasonable control, including but not limited to natural disasters, war, fire, riot, earthquake, weather, pandemic or endemic, terrorism, governmental actions, or other force majeure events.

No Agency

16.D. Nothing within these Terms of Use will be interpreted as establishing any agency, partnership, trust arrangement, fiduciary relationship, or any other form of joint enterprise between you and us.

Severability

16.E. Should any provision of the Terms of Use be deemed invalid, unlawful, or unenforceable to any extent by a competent authority, such provision shall be severed to that extent. All remaining provisions shall continue to be valid to the fullest extent permitted by law, and any invalidated or unenforceable part shall be amended to reflect the original intent as closely as possible while complying with applicable law.

Explanation of Terms of Use

16.F. We consider these Terms of Use to be transparent and equitable. For clarifications regarding these Terms of Use or any aspect of our Service, contact customer support through the Live Chat function on the Platform or via email at support@novig.co.

Prevailing Terms

16.G. These Terms of Use take precedence over any communication via email or chat. All correspondence between you and us may be recorded for quality and training purposes.

Assignment

16.H. These Terms of Use are personal to you and may not be assigned, transferred, or sublicensed by you without our prior written consent. We reserve the right to assign, transfer, or delegate any of our rights and obligations to any third party without notice to you.

Business Transfers

16.I. In the event of a change of control, merger, acquisition, or sale of assets of Novig, your Customer Account and associated data may be transferred to the purchaser or acquiring party. In such instances, we will notify you via email or through our Platform, explaining your options concerning the transfer of your Customer Account.

Language

16.J. These Terms of Use may be available in multiple languages for informational purposes and accessibility. However, the English version holds legal precedence, and in case of any inconsistency between a non-English version and the English version, the English version shall prevail.

Applicable Law, Jurisdiction and Venue

16.K. 15.13. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms of Use, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules (whether of the State of Delaware or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Delaware. To the extent any lawsuit is filed by the Parties in the limited circumstances allowed by the Binding Arbitration and Class Action Waiver Agreement, the parties agree that such litigation shall be subject to the exclusive venue of state or federal courts located in Wilmington, Delaware, and the parties further agree that they are subject to the specific jurisdiction of such courts and waive any right to contest jurisdiction or transfer venue.