Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to these Terms of Use or the Sites or Services (a “<strong>Claim</strong>“) must be brought in a federal or state court located in New York, New York, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding, unless such claim is submitted to arbitration as set forth below.