11.1 Governing Law and Jurisdiction; Venue. All matters relating to these Subscription 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 Subscription Terms, which may include mediation if requested by either party. Should mediation fail, You and Diono irrevocably consent to resolve any dispute or conflict arising out of or relating to the Subscription 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.
11.2 Assignment. These Subscription 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 Subscription 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 these Subscription Terms without Your prior consent, written or otherwise.
11.3 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 Your Subscription or participation in the Program.
11.4 Completeness and Severability. The Subscription Terms constitutes the entire agreement between You and Diono concerning Your Subscription. If any provision of these Subscription Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Subscription Terms, which remain in full force and effect.
11.5 Other Definitional Terms, Terms of Construction. The words hereof, herein and hereunder and words of similar import when used in the Subscription Terms refer to these Subscription Terms as a whole and not to any particular provision of these Subscription Terms. 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 Subscription Terms as if such provisions were fully set forth herein, and include all necessary definitions and related provisions from such other agreements.
11.6 Waivers. A waiver of any term of these Subscription Terms will not be a further or continuing waiver of such term or any other term of these Subscription Terms, and Diono’s failure to assert any right or provision under these Subscription Terms does not constitute a waiver of such right or provision.