Last Updated October 2, 2025

Overview

These Terms of Service (the “Terms of Service” or “Terms”) apply to and govern anyone who accesses or uses any of our Site or Services. In addition to these Terms of Service, terms in our other policies, such as our Privacy Policy, or other agreements you enter into with us also may apply to your use of or access to our Site or Services. You are encouraged to carefully review those agreements and the Privacy Policy.

Additionally, certain features of the Services include an automatic, recurring investment functionality (the “Auto-Invest Service”). These Terms of Service govern the Auto-Invest Service and are supplemented by any Auto-Invest specific terms, consents, and on-screen plan settings you accept within the Site (collectively, the “Auto-Invest Terms”). In the event of a conflict between the Auto-Invest Terms and the rest of these Terms of Service with respect to the Auto-Invest Service, the Auto-Invest Terms will control solely for the Auto-Invest Service.

Some Definitions

The following are definitions for some terms used in these Terms of Service:

• “Affiliate” means an entity that controls, is controlled by, or is under common control with the Company, whether the control results from equity ownership, contract, overlapping management or otherwise.
• Auto-Invest Date” means the scheduled date (and, where applicable, time window) on which the Company will attempt to execute orders under your Auto-Invest Plan.
• “Auto-Invest Fees” means any applicable platform, transaction, processing, or other fees disclosed in the Auto-Invest purchase summary or fee schedule for Auto-Invest Transactions.
• “Auto-Invest Instructions” means your confirmation and ongoing authorization via the Site for the Company to execute orders in accordance with your Auto-Invest Plan.
• “Auto-Invest Plan” means a set of recurring purchase instructions you configure (including funding source, investment amount, frequency, start date/time, and selected investment allocation) that authorizes the Company to place orders and initiate preauthorized transfers on your behalf until canceled.
• “Auto-Invest Transaction” means each purchase or subscription executed pursuant to your Auto-Invest Instructions.
• “Company” refers to Strawberry Tree Management Company LLC, a Delaware limited liability company.
• “Content” refers to all text, images, photographs, graphics, logos, illustrations, descriptions, data, tools, features, pages, and other materials provided on the Site, as well as the selection, assembly, arrangement, “look and feel,” and design of our Site.
• “Down Period” means any period during which the Site or Services are unavailable due to maintenance, outage, or other unavailability that may affect order placement.
• “FINRA” refers to the Financial Industry Regulatory Authority.
• “Funding Source” means your selected external bank account, card, wallet, or on-platform cash balance authorized for preauthorized, recurring debits to fund Auto-Invest Transactions.
• “Issuer” means USVC Venture Capital Access Fund, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end, management investment company. The Issuer is a registered tender offer fund, managed by the Company as its investment adviser.
• “Services” refers to the Content, products, or services offered on or through the Site.
• “Site” refers, together and collectively, to the domains and subdomains of our website at www.usvc.com.
• “User” means anyone who accesses and/or uses any of our Site or Services.
• “User Content” refers to any personal information, business information, or other content (including but not limited to photos, profiles, messages, notes, and text) that a User uploads, publishes, provides, or displays (collectively, “posts”) on or through any of our Site or Services or transmits to or shares with other Users through any of our Site or Services.
• “We,” “us,” and “our” refer to the Company and its Affiliates.

Your Consent

By using or accessing any of our Site or Services, you consent to these Terms of Service and agree to be bound by all of the provisions in them, subject to and consistent with applicable laws and other notices you may receive from us. These Terms shall continue to apply even if you are no longer a User. If you do not agree to these Terms of Service, do not access or use any of our Site or Services. If you do not understand the Terms of Service, you should not access the Company’s Site or Services and should consult with an attorney before accessing the Site or Services.

By enabling the Auto-Invest Service, you additionally consent to the Auto-Invest Terms and authorize us (and our payment partners) to initiate recurring, preauthorized debits from the Funding Source you select, in the amounts and on the schedule specified in your Auto-Invest Plan, until you cancel in accordance with these Terms.

Changes to these Terms of Service

These Terms of Service are subject to change. When we make a change to them, we will post the most current version of the Terms of Service here. Each time you use or access one of our Site or our Services, the most current version of our Terms of Service will apply. You agree that the Company may make changes to the Services at any time. You are responsible for regularly reviewing these new terms. Your continued use of the Site and Services shall constitute your consent to such changes.

We may update Auto-Invest Fees, plan parameters, and operational rules from time to time. Material changes to the Auto-Invest Service will be communicated by updating the Auto-Invest purchase summary, plan settings, or applicable disclosures within the Site.

Eligibility

Our Site and Services are intended solely for Users who, if they are a natural person, are eighteen (18) years of age or older, and any registration by, use of or access to any of our Site or Services by any natural person under eighteen (18) years of age is unauthorized, unlicensed, and in violation of these Terms of Service. By using any of our Site or Services, you represent and warrant that, if you are a natural person, you are eighteen (18) years of age or older and that you agree to and will abide by all of the terms and conditions of these Terms of Service. By using or accessing any of our Site or Services, you affirm that you are at least eighteen (18) years of age and are fully able and competent to agree to and be bound by these Terms of Service. If you are using any of the Site or Services on behalf of any entity (e.g., corporation, company, or partnership), you represent and warrant that you are authorized to accept, and do agree to, these Terms of Service on behalf of that entity.

If you violate any of these Terms of Service, or otherwise violate an agreement between you and us, we may delete your profile and any content or information that you have posted on any of our Site and/or prohibit you from using or accessing our Site or Services, in whole or in part, at any time in our sole discretion, with or without notice to you, including without limitation if we believe you are under eighteen (18) years of age.

We may, in our sole discretion, refuse to offer our Services to any person or entity and/or change our eligibility criteria at any time.

Securities Matters

Notwithstanding anything to the contrary in these Terms of Service, in no event shall anything in these Terms of Service be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, as amended (the “Securities Act”), Section 29(a) of the Securities Exchange Act of 1934, as amended, or any other applicable provision of federal and state securities laws.

For the offering, subscription funds may be held by an escrow agent or qualified custodian pending completion or termination of the offering. The use of such services is subject to those providers’ terms of use and privacy policies. Investment overviews on the Site contain summaries of the purpose and principal terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained on the Site and in the offering materials have been prepared by the Issuer without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment. The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.

Investment Matters

Disclaimer

In providing our Services or access to our Site or Content therein, we do not offer investment advice. We make no recommendation about the purchase of, or any investment decision made regarding, any security, and we do not provide Users with any investment advice whatsoever. By accessing or using any of the Site or Services, you acknowledge and agree that we do not and will not provide you with any legal, tax, estate planning, or accounting advice or any advice regarding the suitability, profitability, or appropriateness for you of any security or investment, and that our Site, Services, and Content on our Site do not constitute investment advice.

Any decisions, whether investment related or otherwise, based on information contained on our Site or provided through our Services are your sole responsibility. The securities, if any, made available through or discussed on our Site, may not be suitable for all investors. We make no representations that such securities are available to or appropriate for investors or users in all jurisdictions or locations, nor that any investment vehicle is available or suitable for any particular user or purpose. All Users accessing or using our Site or Services do so on their own initiative and are responsible for compliance with applicable local laws and regulations.

General Risks

Investing involves risk, including market risks and macro conditions such as inflation and political and economic risk, and investments may lose value. Before investing, consider your investment objectives, financial resources, experience and risk tolerance, and fees related to investing through our Site or Services. Past performance does not guarantee future results. Investment outcomes and projections are hypothetical in nature and cannot be guaranteed. Investing in the securities made available through or discussed on our Site may involve higher risks than traditional investments and may have different financial and/or tax implications.

Your Representations and Warranties

By accessing or using any of our Site or Services, you represent and warrant that, with respect to making, or the decision to make, an investment in any security made available on or through our Site:

• You have read and understand the discussion of risks herein and are aware of the risks of investing in any security made available through the Site or Services.
• You will use your own judgment before making any decision to invest any amount of money in any security made available through the Site or Services.
• You are solely responsible for complying with applicable law regarding any transaction, including, without limitation, the determination of whether any investment complies with the terms of local law (whether the law of a U.S. state, or the law of any foreign government with jurisdiction over you).
• You will obtain professional advice as is appropriate to protect your interests, including any legal, accounting, financial or other relevant advice.
• You are not relying upon any person or entity other than the Issuer.
• You acknowledge that the Issuer reserves the right, in its sole and absolute discretion, to decline your request to subscribe in the offering, in whole or in part.

Background Checks

We, either ourselves or through third-party service providers, may perform background checks on Users of our Site or Services and all subscribers in the offering of securities listed on our Site. These background checks are to confirm whether a subscriber or User’s name and identity matches the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. By subscribing for the securities, if any, available through our Site, you consent to such background checks. With respect to background checks (including, but not limited to data which we obtain from third parties regarding publicly available information pursuant to the requirements of the U.S. Office of Foreign Assets Control, U.S. Financial Crimes Enforcement Network, USA PATRIOT Act, criminal law, bankruptcy, or other laws), the data and information contained in our investigations is obtained from numerous regulatory, private, and public sources and is thought to be reliable. The Issuer may have legal obligations under the USA PATRIOT Act or other applicable laws designed to detect money laundering or other crimes, including obligations to report suspicious activity. We reserve the right to deny any individual the right to access investment products that are otherwise available on our Site for any reason, including, without limitation, as a result of information obtained in connection with background checks and whether or not such information is accurate, truthful, or complete.

“Know Your Customer” Inquiries

You acknowledge and agree that we and any broker-dealer, as applicable, will perform Know Your Customer (“KYC”) procedures on all subscribers, as required by internal policies and, in the case of those broker-dealers, as required by applicable FINRA guidelines and federal and state regulations for financial institutions. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by us. Such issuers and broker-dealers may, in their sole and absolute discretion, decline to accept any person’s request to subscribe in the offering, at any time, with no requirement for any reason or explanation; the parties agree that such decline decisions, if any, shall not constitute an opinion, recommendation, or investment, legal, or tax advice by us.

Accounts, Passwords & Security

Certain features offered on or through the Site and some of the Services we offer may require that you create an account with us. When you do, we may ask you to provide certain registration details, such as your email address or other information about yourself. If we provide an option to register for our Site or Services through your account on a third-party platform (such as Apple), you authorize us to access your account with that third-party platform as permitted under the applicable terms and conditions that govern your use of such account (including accessing and using your account credentials and other information shared from the third-party platform account as authorized by you). All such information is subject to our Privacy Policy.

In creating an account with us, you agree that the information that you provide us about yourself upon registration is true, accurate, current, and complete. You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own. You agree that your account will be self-directed and that you are solely responsible for all communications, purchases, orders, investment decisions, and instructions made by your account.

When you create an account with us, you may be asked by us to set up a user ID and a password to be able to access or use some parts of our Site or Services. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your user ID and password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify us immediately of any unauthorized use of your account, user ID, or password, or any other breach of security. You may be held liable for losses incurred by us or any other User of or visitor to any of our Site or Services due to someone else using your user ID, password, or account as a result of your failing to keep your user ID, password, or other account information secure and confidential. You may not use anyone else’s user ID, password, or account at any time without the express permission and consent of the holder of that ID, password, or account. We will not be liable for any loss or damage arising from your failure to comply with these obligations.

Additionally, you are responsible for ensuring only authorized individuals can enable, modify, or cancel Auto-Invest Plans within your account and for promptly reviewing confirmations and statements related to Auto-Invest Transactions.

Our Privacy Policy

Our Privacy Policy, available at https://www.usvc.com/privacy-policy, applies to use of our Site and Services, and the terms of our Privacy Policy are incorporated into and made a part of these Terms of Service by this reference.

Links to Third-Party Websites

We may provide links to third-party websites on our Site or in our communications or other materials exchanged with you. We have no control over those websites, and they may be subject to their own terms of use and privacy policies. As such, we do not endorse and are not responsible for the availability of, or for any content, advertising, products, or other materials on or available from, those third-party websites. By using any of our Site or Services, you agree that we will not be liable for any damage or loss caused by your use of or reliance on any content, advertising, products, or other materials on or available from these third-party websites.

Content; Limited License

The Site is the property of the Company, its Affiliates, or its or their licensors. Unless noted otherwise, all Content on the Site is our property or the property of our licensors and protected by federal, state, and international laws, including copyright laws. All rights are reserved. On the condition that you are eligible to use our Site and Services under these Terms of Service, we grant you a limited license (1) to access and use our Site in accordance with these Terms of Service and any other agreement between you and us, and (2) to download or print a copy of any portion of the Content on the Site solely for your use in connection with your use of our Site or Services provided that you retain all trademark, copyright, and other proprietary notices on any Content you download or print and that all downloads or copies remain subject to these Terms of Service and our property or the property of our licensors as the case may be. Except as may be provided in the immediately preceding sentence, we do not grant to you, any User, or any other person any right to use, reproduce, copy, modify, transmit, display, publish, sell, license, create derivative works from, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any of the Content on or transmitted through any of our Site. Any use of the Site or Content on it, except as specifically permitted in these Terms of Service or in writing signed by an authorized representative of the Company, is prohibited.

For Users that are businesses or other entities, or persons acting on behalf of businesses or other entities, the limited license to access and use the Site and Services granted above in this section shall be deemed granted to the business or entity and to those authorized representatives of the business or entity that act on behalf of the business or entity in using or accessing the Site or Services.

User Content

You are solely responsible for User Content you post on or through any of our Site or Services or transmit to or share with other Users on or through any of our Site or Services. You represent and warrant that you own all of your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that your User Content, your use and provision of your User Content to be made available through the Site, and any use of your User Content by us will not infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole discretion of the Company violates these Terms of Service or might be offensive or illegal.

By posting User Content to any part of any of our Site or through any of our Services, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such User Content for any purpose on or in connection with our Site and Services or the promotion of them, to prepare derivative works of such User Content, or incorporate it into other works, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.

You may review User Content posted by other Users on our Site if it is on a portion of our Site you are authorized to access, but you are not authorized to disclose any User Content posted by any Users other than yourself for any purpose.

Prohibited Conduct

You agree not to access or use any of our Site or Services in violation of any law or these Terms of Service or to solicit anyone else to do so. Without limiting the immediately preceding sentence, you also agree not to:

• Engage, or help anyone to engage, in a spamming or phishing attack on or through any of the Site.
• Use, or help anyone to use, any device, software, or routine to attempt to or actually interfere with the proper operation of any of the Site or transaction conducted via them or with any person’s use of the Site.
• Use any spider, site search/retrieval app, robot, or other device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its Content.
• Forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal or posting you send or make on or through any of the Site.
• Violate, or help anyone else to violate, the security (including access or authentication controls) or integrity of any our Site, including hacking, or helping anyone else to hack, into any of the Site.
• Express or imply that we endorse any statements you make, absent our prior written consent.
• Register for more than one User account; register for a User account on behalf of an individual other than yourself; operate a User account for someone who is ineligible to register in their own name; or register for a User account on behalf of any entity without that entity’s permission.
• Use any funds derived or obtained from an illegal activity or source to make any investment through our Site or Services.
• Use, or help anyone to use, any of our Site or Services to:
  • infringe our or anyone else’s intellectual property rights including rights in trade or service marks or copyrights for the Content on our Site;
  • transmit or post unauthorized or unsolicited ads or commercial electronic mail;
  • transmit or post obscene, vulgar, abusive, or defamatory material;
  • violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose;
  • contact any other Users in an effort to persuade them to use any competitive online investment platforms, invest in any issuers other than the Issuer listed on the Site, or stop using the Site;
  • transmit or post any personal information of a third party, such as a third-party’s name, email address, residential address, or Social Security number; or
  • engage in fraudulent or deceptive conduct against us or anyone else, including impersonating another individual or entity or pretending you represent someone you are not authorized to represent.

Consent to Electronic Transactions and Disclosures

Because we operate largely on the internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to these Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any U.S. Internal Revenue Service Form 1099 or other tax forms, schedules, or information statements, arising from or relating to your use of any of the Site or any of our Services, including any investments you may make or the servicing of any investment you may make (each, a “Disclosure”), from us or any service provider either of us may use.

Your consent to transact business with us online and electronically and to receive Disclosures electronically will be effective as long as you are a User and, if you are no longer a User, will continue until all Disclosures relevant to transactions that occurred while you were a User have been made. The decision to do business with us electronically is yours. You have the right to withdraw consent at any time. To withdraw consent, you may send a written request by e-mailing invest@usvc.com.

Electronic Funds Transers & Payment Processing

Introduction to Electronic Funds Transfers

The Company may process Electronic Funds Transfers (“EFTs”) as an efficient method to receive electronic deposits from investors, to purchase and redeem investments, and to issue refunds to investors. EFTs are processed through the vehicles described below:

• The Automated Clearing House (“ACH”)
• The Fedwire
• Credit Card
• Electronic Funds Transfers Agreement and Disclosure

This Electronic Funds Transfers Agreement and Disclosure (the “EFT Agreement”) is the contract which covers your and our rights and responsibilities concerning the EFTs services offered to you by the Company. In this EFT Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on the Site and utilizes the Site to participate in the securities offering of the Issuer (and any authorized users). EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Site to initiate, and which allow you to participate in the Issuer’s offering. By using the Site and Services, you agree to the terms and conditions in this EFT Agreement and any amendments for the EFTs services offered.

In order to use the payment functionality of the Site, you authorize us to share your identity, bank account data and credit card account data with [Applicable Payment Processor Third Party] for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you will access and are responsible for managing your bank account data and credit card account data through the Site. You also authorize us and [Applicable Payment Processor Third Party] to process EFTs as you direct through the Site. You acknowledge that none of [Applicable Payment Processor Third Party] or we will be liable for any loss, expense or cost arising out of EFT services provided through your use of the Site and Services, which are based on your instruction; [Applicable Payment Processor Third Party] are third party beneficiaries to this EFT Agreement.

Furthermore, by enabling an Auto-Invest Plan, you authorize preauthorized, recurring EFT debits from your Funding Source in the amounts and on the cadence you set (e.g., [monthly]) until you cancel. You may cancel a scheduled Auto-Invest Transaction any time before the applicable Auto-Invest Date through your account settings; cancellations received after the cut-off displayed in the Site may not affect the next Auto-Invest Date.

If your Funding Source or on-platform balance does not have sufficient available funds at an Auto-Invest Date, the Auto-Invest Transaction may fail (in whole or in part). We may, but are not obligated to, attempt the next scheduled Auto-Invest Transaction in accordance with your Auto-Invest Plan. After a number of consecutive failures (as disclosed in the Auto-Invest plan interface or applicable policy), we may automatically suspend the Auto-Invest Plan until you reactivate it.

Each Auto-Invest Transaction will execute at the then-available price or subscription terms offered via the Site at or around the Auto-Invest Date. Actual execution time may vary. Transactions are generally irrevocable once placed.

You agree to pay any Auto-Invest Fees shown in your Auto-Invest purchase summary or fee schedule, which we may update from time to time.

Auto-invest Service; Recurring Investments

The Auto-Invest Service allows you to schedule one or more future recurring purchases by authorizing us to initiate orders on your behalf on a [monthly] basis (or such other frequency you select when available). To activate, you must complete all required fields for Funding Source, amount, frequency, start date, investment selection, and confirm within the Site. Upon activation, you authorize us (and our payment partners) to (i) initiate preauthorized debits from your Funding Source and/or draw from your on-platform balance, and (ii) place Auto-Invest Transactions in accordance with your Auto-Invest Plan. Your Auto-Invest Instructions remain in effect until amended or canceled as provided herein.

You may modify or cancel your Auto-Invest Plan at any time before the applicable Auto-Invest Date by following the instructions in your account. Certain parameters may require you to cancel and re-create the plan. Canceling a plan stops future Auto-Invest Transactions but does not unwind or cancel any transaction already executed. Investments purchased through Auto-Invest will be allocated in accordance with your selected plan or allocation settings, subject to availability and eligibility requirements. We are not obligated to verify the accuracy of your selections and will rely on the information you provide.

If the Site or Services are unavailable on an Auto-Invest Date due to a Down Period, execution will resume when service is restored. We are not responsible for any price changes that occur during a Down Period. We may add, modify, suspend, or discontinue the Auto-Invest Service (in whole or part) at any time. We may temporarily or permanently suspend your access to the Auto-Invest Service for risk, compliance, or operational reasons, or if your account is suspended or restricted. If your account is terminated, your Auto-Invest Plan will be canceled.

The Auto-Invest Service is a tools-based, instruction-only feature and does not constitute investment, legal, tax, or financial advice or a recommendation to buy any security. You are solely responsible for determining whether any recurring investment and its parameters are appropriate for you given your circumstances and objectives.

We will maintain records of Auto-Invest Transactions and provide confirmations or statements via the Site. You agree to promptly review these items and notify us of any questions.

The Company's Intellectual Property Rights

The Company owns or has the legal right to use all of the intellectual property associated with the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, taglines, and trade dress.

You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Services in accordance with these Terms of Service. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way, except as otherwise provided herein.

Copyright Complaints

If you believe that any material on any of our Site infringes a lawful copyright, you may email a written notice of such infringement to our Designated Copyright Agent at legal@angellist.com or mail such notice to: Legal Department, Charlie Tango Romeo Holdings, LLC, Attn: Designated Copyright Agent, 90 Gold Street, Floor 3, San Francisco, CA 94133. The telephone number for our Designated Copyright Agent is (415) 599-4247. Be sure to include in your notice: (1) your physical or electronic signature; (2) identification of the copyrighted work or works you claim to have been infringed; (3) identification of the material you claim infringes upon the copyrighted work, and URLs or similar information sufficient to permit us to locate that material on our Site; (4) your address, telephone number, and email address so we may contact you in response to your notice; (5) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in your notice is accurate, and under penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner of the copyright that is allegedly infringed.

Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL WE OR ANY OF OUR OWNERS, MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR IN CONNECTION WITH YOUR USE OF ANY OUR SITES OR SERVICES OR CONTENT ON OUR SITES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF SERVICE, AND EXCEPT WHERE PROHIBITED BY LAW, IN THE EVENT WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF OR ACCESS TO ANY OF OUR SITES OR SERVICES OR ANY CONTENT ON OUR SITES, OUR LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY MEMBERSHIP FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE INCIDENT THAT CAUSED YOUR LOSS OR DAMAGE OR (2) SUCH AMOUNT AS IS REQUIRED BY LAW.

THE LAW OF SOME JURISDICTIONS RESTRICTS, OR PROHIBITS ALTOGEHTER, CONTRACTUAL LIMITATIONS OF LIABILITY AND LIMITATIONS ON DAMAGES PROVISIONS. THEREFORE, THE FOREGOING LIMITATIONS IN THIS SECTION MIGHT NOT APPLY TO YOU EITHER IN WHOLE OR IN PART.

WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR LOSSES OR FOREGONE GAINS ARISING FROM (A) PRICE MOVEMENTS OCCURRING BEFORE, DURING, OR AFTER AN AUTO-INVEST DATE; (B) ANY DOWN PERIODS; (C) FAILED OR PARTIALLY FILLED AUTO-INVEST TRANSACTIONS; OR (D) YOUR PLAN SETTINGS OR SELECTIONS.

Indemnification

By accessing or using any or our Site or Services, you agree to indemnify and hold harmless the Company and its licensors and their respective owners, managers, officers, directors, members, shareholders, employees, contractors, agents, licensors, suppliers, predecessors, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and/or fees (including reasonable attorneys' fees) made against us or our licensors by any third party due to, arising out of, or in connection with your use of any of our Services, Site, or Content.

By accessing or using any of our Site or Services on behalf of an entity, you agree, on behalf of that entity and yourself, to be jointly and severally responsible for indemnifying and holding harmless the Company, its licensors, and its respective owners, managers, officers, directors, members, shareholders, employees, contractors, agents, licensors, suppliers, predecessors, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and/or fees (including reasonable attorneys' fees) made against it or its licensors by any third party due to or arising out of or in connection with your or the entity’s use of any of our Services, Site, or Content.

This indemnity includes, without limitation, claims arising from your Auto-Invest Plan settings, insufficient funds, unauthorized use of your account to enable or modify Auto-Invest Instructions, and disputes with your Funding Source provider.

Disclaimers

OUR SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. ALL CONTENT PROVIDED ON ANY OF OUR SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. WE CANNOT ENSURE, AND DO NOT PROMISE, THAT OUR SITE OR ANY CONTENT ON IT WILL BE FREE FROM ERROR OR OPERATE WITHOUT INTERRUPTION. WE ALSO CANNOT ENSURE, AND DO NOT PROMISE, THAT OUR SITE, OR ANY CONTENT, INCLUDING ANY FILES OR APPLICATIONS, THAT YOU ACCESS OR DOWNLOAD FROM ANY OF OUR SITE, WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU ACCESS AND USE ANY OF OUR SITE AND ANY CONTENT ON IT AT YOUR OWN RISK.

WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, COMPLIANCE WITH UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR REGULATIONS, SECURITIES EXCHANGE OR SELF-REGULATORY ORGANIZATION’S RULES OR REGULATIONS, AND EQUIVALENT LAWS OR REGULATIONS IN FOREIGN JURISDICTIONS.

ALTHOUGH WE HOPE TO MAKE OUR SITE, SERVICES, AND CONTENT ON THE SITE AVAILABLE AT ALL TIMES IN THE FUTURE, THERE MAY BE TIMES WHEN WE NEED TO DISABLE THOSE EITHER TEMPORARILY OR PERMANENTLY. WE RESERVE THE RIGHT TO DISCONTINUE, CHANGE, SUSPEND, REMOVE, AND/OR DISABLE ACCESS TO ANY OF OUR SITE AND SERVICES AND TO ANY CONTENT ON OUR SITE AND TO IMPOSE LIMITS ON THE USE OF OR ACCESS TO ANY OF OUR SITE OR SERVICES OR TO THE CONTENT ON ANY OF OUR SITE, IN EACH CASE AT ANY TIME AND WITHOUT NOTICE OR LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR THE DISCONTINUANCE, MODIFICATION, SUSPENSION, OR REMOVAL OF, OR DISABLING OF ACCESS TO, ANY SUCH SITE, SERVICE, OR CONTENT AT ANY TIME AND/OR FOR ANY PERIOD OF TIME. ALSO, FROM TIME TO TIME, WE MAY RESTRICT ACCESS TO SOME PARTS OF, OR ALL OF, OUR SITE, SERVICES, OR THE CONTENT ON THE SITE, INCLUDING TO REGISTERED USERS.

THE LAW OF SOME JURISDICTIONS RESTRICTS, OR ALTOGETHER PROHIBITS, CONTRACTUAL LIMITATIONS ON WARRANTIES. THEREFORE, THE FOREGOING LIMITATIONS IN THIS SUB-SECTION MIGHT NOT APPLY TO YOU EITHER IN WHOLE OR IN PART.

WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT AUTO-INVEST TRANSACTIONS WILL EXECUTE AT ANY PARTICULAR PRICE OR TIME, OR THAT YOUR AUTO-INVEST PLAN WILL BE ERROR-FREE, UNINTERRUPTED, OR AVAILABLE DURING EVERY SCHEDULED AUTO-INVEST DATE.

Governing Law; Venue and Jurisdiction

You agree that any dispute arising out of or in connection with our Site, Services, or these Terms of Service will be governed by the laws of the State of Delaware without reference to conflict of laws principles that would require the application of the laws of any other jurisdiction; you agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for all such disputes; and for all such disputes you waive any objection asserting that that forum is inconvenient. Each party hereby waives any claim that such venue is improper or inconvenient.

Termination

If you wish to terminate your registration and account with us, you may do so at any time by contacting us at invest@usvc.com. Except as prohibited by law, we reserve the right to suspend, disable, or terminate any User account or registration at any time and for any or no reason and to suspend or prevent any person from accessing or using any of our Site or Services at any time for any or no reason.

If your account is suspended or restricted, your Auto-Invest Plan will be placed on hold and no Auto-Invest Transactions will be executed unless and until you re-enable the plan after the restriction is lifted. If your account is terminated, your Auto-Invest Plan will be canceled.

Additional Provisions

We reserve the right to do any of the following, at any time, without notice to you: (1) to modify, suspend, or terminate operation of or access to our Site or Services, or any portion of them, for any reason; (2) to modify or change our Site or Services, or any portion of them, and any policies or terms applicable to them; and (3) to interrupt the operation of our Site or Services, or any portion of them, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

If any of the provisions of these Terms of Service are held by a court or other tribunal of competent jurisdiction to be void, unlawful, or unenforceable, the court or tribunal may, if applicable law permits, modify the void, unlawful, or unenforceable provision(s) to the minimum extent needed to make it or them valid, legal, and enforceable, or, if the law does not permit such modification or if the court or tribunal elects not to make such modification, the void, unlawful, or unenforceable provision(s) shall be deemed severable from these Terms of Service, shall be deemed stricken from these Terms of Service, and shall not affect the validity, legality, and enforceability of any remaining provisions of the Terms of Service, which shall remain in full force and effect.

Our failure to insist on or enforce strict performance of these Terms of Service shall not be construed as a waiver by us of any provision or any right we have to enforce these Terms of Service, nor shall any course of conduct between us and you or any other party be deemed to modify any provision of these Terms of Service. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance.

The Terms of Service, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with our prior written consent but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

You grant us the right to take steps we believe are reasonably necessary or appropriate to enforce or verify compliance with these Terms of Service, and you agree that we have the right, without liability to you, to disclose any information to law enforcement authorities, government officials, or third parties, as we believe is reasonably necessary or appropriate to enforce or verify compliance with these Terms of Service (including, but not limited to, our right to cooperate with any legal process relating to your use of the Site or Services or a third-party claim that your use of the Site or Services is unlawful or infringes on a third party’s rights).

These Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties. The section and sub-section headings in these Terms of Service are for convenience only and have no legal or contractual effect.

These Terms of Service constitute the entire agreement between you and us with regard to your access or use of any of our Site or Services or any Content on our Site, and any and all other written or oral agreements or understandings previously existing between you and us with respect to such use and access are hereby superseded and cancelled.

Contact Us

Please contact invest@usvc.com if you have questions about these Terms of Service or our Site or Services.