12.1 Governing Law and Jurisdiction; Venue. All matters relating to these Rewards Terms, and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule. You and Diono will conduct friendly negotiations to resolve any dispute arising from or out of these Rewards Terms, which may include mediation if requested by any party. Should mediation fail, You and Diono irrevocably consent to resolve any dispute or conflict arising out of or relating to these Reward Terms by binding arbitration in Seattle, Washington by one (1) arbitrator at JAMS Alternative Dispute Resolution, and in accordance with the American Arbitration Association’s Commercial Arbitration Rules and Mediation Procedures. Any judgment resulting from such a proceeding will be enforceable in any applicable state or federal Court. The party substantially prevailing in any such proceeding will be entitled to recover all costs and expenses of such proceeding, including reasonable attorney’s fees and costs.
12.2 Assignment. These Reward Terms will be binding on and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. Except as otherwise provided herein, You shall not assign or transfer any right or obligation under these Reward Terms without the prior written consent of Diono, and any attempted assignment without Diono’s prior written consent will be null and void. Diono may transfer any rights or obligations under this Agreement without Your prior consent, written or otherwise.
12.3 Relationship of the Parties. You and Diono agree that no joint venture, partnership, employment, or agency relationship exists between You and Diono as a result of these Reward Terms, or Your involvement in the VIP Program.
12.4 Completeness and Severability. These Reward Terms constitutes the entire agreement between You and Diono concerning the VIP Program. If any provision of these Reward Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Reward Terms, which remain in full force and effect.
12.5 Other Definitional Terms, Terms of Construction. The words hereof, herein and hereunder and words of similar import when used in these Reward Terms refer to these Reward Terms as a whole and not to any particular provision thereof. The words include, includes and including shall be deemed to be followed by the phrase without limitation. Unless the context in which used herein otherwise clearly requires, or has the inclusive meaning represented by the phrase and/or. All incorporations by reference of covenants, terms, definitions or other provisions from other agreements are incorporated into these Reward Terms as if such provisions were fully set forth herein, and include all necessary definitions and related provisions from such other agreements.
12.6 Waivers. A waiver of any term of these Reward Terms will not be a further or continuing waiver of such term or any other term of these Reward Terms, and Diono’s failure to assert any right or provision under these Reward Terms do not constitute a waiver of such right or provision.