This Agreement is effective on January 28, 2013 for all users.
1. Barrie Wedding Deals is a Neutral Venue. Barrie Wedding Deals is an innovative community and marketplace for the wedding industry. Barrie Wedding Deals is not a wedding product or service provider, wedding vendor or an agent representative. Barrie Wedding Deals members ("Members") include prospective brides and grooms, newlyweds and their Wedding guests (collectively, "Wedding Members") and companies and other third parties offering products and services related to Weddings ("Vendor Members"). BWD functions solely as a neutral venue and digital clearinghouse where Wedding Members and Vendor Members may connect for a particular type of service or product. We are not involved in or a party to the actual transaction between Members. As a result, BWD has no control over the quality, accuracy, safety, or legality of the transactions that take place as a result of connections made on BWD, the accuracy of listings, or the ability of Wedding Vendors to provide items or services and we are not responsible for the actions or inactions of Wedding Members or Vendor Members.
Wedding Members: You acknowledge the following: BWD does not provide any of the products or services advertised or offered by Vendor Members. We do not endorse any Vendor Member, nor do We guarantee the quality of their goods or services. Any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to products and services offered through BWD are not provided by us and are specifically and solely between you and the Vendor Member. Any transaction you enter into with a Vendor Member is strictly between you and the Vendor Member, and BWD is not a party to that transaction. Any dispute you have with a Vendor Member is between you and the Vendor Member, and We will not be a party to that dispute, except regarding your use of BWD, as discussed herein.
We use techniques to help verify the identity of Wedding Vendors when they register for memberships on BWD; however, BWD cannot and will not guarantee each service provider's identity; nor can we guarantee their capabilities. We have implemented a user-managed feedback system to help you evaluate Vendor Members with whom you are considering transacting business. In addition, We cannot guarantee that information provided by or about Vendor Members on BWD is accurate. You should use BWD as a starting point for identifying vendors to provide the products and services you need for your wedding, then conduct your own research to ensure that vendors you choose to do business with are appropriate for you. You acknowledge that participation in certain programs, when and if available, may under certain circumstances result in Vendor Members receiving contact information for you in accordance with the terms and conditions governing these programs.
Vendor Members: You acknowledge the following: BWD will not endorse you or your products or services. We are in no way responsible for assisting you in reaching an agreement with Wedding Members; nor are We responsible for assisting you in providing goods and services to Wedding Members. While all Wedding Members are required to give us accurate information about themselves, We cannot and will not verify this information or guarantee the ability of Wedding Members to complete payment for any of the products or services you provide. Any transaction you enter into with a Wedding Member is strictly between you and the Wedding Member, and BWD is not a party to that transaction. Any dispute you have with a Wedding Member is between you and the Wedding Member, and We will not be a party to that dispute.
2. Membership. Membership to BWD is available only to entities and individuals at least 18 years of age who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended Members. Membership in BWD is void where prohibited. Your BWD membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are registering as an individual, you represent and warrant that you are at least 18 years of age and are able to enter into a legally binding contract. Members who engage in the sale of goods and services must have a valid business operations license, as applicable. By joining BWD, you agree to (i) provide us with accurate, complete information about yourself and to update this information as needed; (ii) abide by all of the terms and conditions of this Agreement, (iii) safeguard your username and password; and (iv) be responsible for all activity of your membership account. In addition, in the event you contact BWD via telephone, you understand, acknowledge and agree that such phone conversations may be recorded.
3. Prohibited Activities. Visitors to and Members of BWD may not:
- Create an account in another's name
- Create more than one account
- Use another's account
- Impersonate another person or entity
- Use BWD to break the law or applicable regulations, encourage others to do so, or offer instructions on how to do so
- Offer to provide products or services that violate any applicable law, statute, ordinance or regulation (collectively "Laws"), or offer any products or services in a manner that violates any Laws
- Collect or harvest information about BWD Members, including but not limited to use of robots, spiders, or similar means
- Use information on BWD to send unsolicited email to Members
- Do anything that interferes with or places an undue burden on BWD (as determined by BWD in our sole discretion)
- Use BWD if your membership has been temporarily or permanently suspended or revoked
- Violate any terms of this Agreement
4. Additional Terms and Conditions. You acknowledge and agree that We have the sole discretion to set forth and post additional terms and conditions for your use of BWD at various places throughout BWD including, but not limited to, fees associated with certain services or uses. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, you expressly agree that if there is any conflict between those additional terms and conditions and the Terms set forth herein, the additional terms and conditions shall govern.
5. Fees. There are currently NO Fees to join BWD for Wedding Members. Fees for Vendor Members will be described in direct communication between BWD and Vendor Members. Details regarding the manner of payment shall be set out in direct communications between BWD and Vendor Members.
6. Protection of Intellectual Property Content. BWD uses copyrighted material, inventions, know how, potentially patentable business method material, design logos, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, "Intellectual Property Content"), all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property, and We retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of BWD, including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of BWD does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, including but not limited to Submitted Information (as defined below) contributed by you or any other Member, or use our Intellectual Property Content in any other way for public or commercial purposes. All other trademarks, service marks and copyrights are held by their rightful owners. You may not frame or link to BWD without our prior written permission.
BWD contains trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the "Marks") owned or licensed for use by us, including but not limited to Barrie Wedding Deals and the Barrie Weddings Deals logo. Unless otherwise agreed to in writing, you agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks or any similar marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name, trademark or service mark that is identical to or similar to any of the Marks.
7. Disputes Among Members; Release. You are solely responsible for your interactions with other BWD Members, and We are not party to any such disputes. We reserve the right, but have no obligation, to monitor disputes between you and other Members. You agree to release BWD, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between you and any other BWD Members.
8. Information You Submit. BWD offers the opportunity for Vendor Members to share information with other Members through advertisements and listings, and other means (any information submitted to BWD through any of these means, "Submitted Information"). By using these functions, you agree to abide by the terms of this Agreement and any other community guidelines of BWD. BWD reserves to itself the right but does not have the obligation to monitor and review any Submitted Information. Members are solely responsible for the content of their Submitted Information.
BWD acts as a passive conduit for any and all communication and/or distribution of information, and We do not control the Submitted Information of BWD Members. We cannot and will not evaluate and We are not responsible for the accuracy, reliability, completeness, veracity or suitability of any Submitted Information or for verifying the identity of the submitting Member. Like any information you obtain through the Internet, you should verify Submitted Information before acting upon it. BWD is not responsible for any losses you may incur as a result of relying on Submitted Information, even if We were advised of the possibility of such losses.
By posting Submitted Information to any part of BWD, you automatically grant, and you represent and warrant that you have the right to grant, to BWD an irrevocable, perpetual, non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license (with the right to sublicense at multiple levels) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submitted Information for any purpose and in any format on or in connection with BWD, BWD business, or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submitted Information, and to grant and authorize sublicenses of the foregoing. You may remove your Submitted Information from BWD at any time; however you acknowledge that BWD may retain archived copies of your Submitted Information and may continue to use your Submitted Information in connection with any materials that were created prior to your removal of your Submitted Information, in accordance with the license described above.
Furthermore, by posting Submitted Information, you expressly represent and warrant the following: (i) you are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on BWD; or (ii) you are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. All persons and entities connected with the Submitted Information, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials have been used in the Submitted Information or its exploitation, have authorized the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the Submitted Information and the rights granted herein.
You agree that your Submitted Information:
- Will not contain your personal information
- Will not contain another person's personal information or otherwise invade another's privacy
- Will not violate or possibly cause us to violate any applicable law, statute, by-law or regulation
- Will not violate the terms of this Agreement
- Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights
- Will not contain obscene, lewd, or suggestive content and or pornography
- Will not be libelous, threatening, harassing, racist, or defamatory. This specifically includes making legal claims of any sort about BWD employees, agents, other members, or BWD
- Will not contain the proprietary information of another person or entity
- Will not contain any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of our Site or our systems and or create or impose a large burden or load on our Site or systems
- Will not scan or test the vulnerability or security of our Site or the system within which it operates
- Will not be used for commercial or public purposes outside of the requirements of this Agreement
- Will not create liability for BWD in any manner whatsoever
- Will not involve the upload, or insertion of, any programming language or code into or onto, our Site
You further agree not to impersonate another Member or attempt to disguise or conceal the author of any Submitted Information. We reserve the absolute right, but do not have the obligation, to remove or restrict any Submitted Information for any reason or no reason at all, including but not limited to Submitted Information you post to BWD that is in violation of this Agreement or is otherwise inappropriate, as determined in BWD's sole discretion. In addition, we reserve the right to terminate Members who violate these rules.
You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for and will indemnify us from, all damages incurred as a result of any of your Submitted Information.
9. Rating and Review Disputes. If you undermine the integrity of our Rating and Review system in any way, your membership may be suspended or terminated. You acknowledge that your Rating and Review ("feedback") consists of opinions left by other BWD members and a machine calculated feedback score. You further acknowledge that BWD does not make judgments on the veracity of opinions or statements.
1. Members may only leave one feedback item per unique transaction, whether positive, neutral, or negative, for any other Vendor Member.
2. Member must have contracted business with the Vendor Member and the event must have occurred whereby the Vendor Member participated in the event, except in cases defined below.
(a). Members can provide feedback for Vendor Members that provide the following services prior to the event date: Invitations, Dress and Attire, Favors, Jewelry, provided they have contracted business with the Vendor Member.
(b). In the event the Vendor Member terminates the contract prior to the event date, the Member will still be allowed to submit feedback for the Vendor Member for the event.
3. By submitting feedback, you agree that feedback is subject to compliance audit by BWD Compliance Team at any time. Any feedback item investigated by BWD Compliance Team may be temporarily or permanently removed.
In order to protect the integrity of the Rating and Review system, BWD will only consider removing a feedback item under the following scenarios:
1. If feedback posted contains language that is profane, vulgar, racist or contains adult material.
2. If BWD is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback is slanderous, libelous, defamatory or otherwise illegal or the court order requires removal.
3. If feedback posted makes any reference to actions taken or purported to be taken by BWD or any law enforcement organization.
4. If feedback posted seeks to elicit or solicit any Member's contact information, such as other Member email addresses, for any non-BWD related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters"
5. If the member who left feedback cannot be reached by BWD to validate the business contract within six months from the date BWD attempts to contact such member as part of the dispute process.
6. If feedback contains personally identifiable information of other members, personnel of Vendor Members or any other person. Personally identifiable information includes, but is not limited to, full names, date of birth, personal mailing addresses, email addresses, credit card numbers, social insurance numbers or any other identification number provided by a government.
10. Filing a Ratings and Review Dispute. Members may contact BWD directly to raise any Ratings or Review dispute. All Vendor members in receipt of a feedback will have the opportunity to respond publicly to the feedback within the BWD interface.
11. Fraud. BWD may suspend or terminate your account if We suspect that you have engaged in fraudulent activity in connection with the use of BWD, as determined in our sole discretion. Fraudulent acts include, but are not limited to, the manipulation of the Rating and Review System.
12. Manipulating Ratings and Reviews - You acknowledge and agree that BWD is a neutral venue and that all transactions for services are made by and between you and other Members only and, therefore, We cannot, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of BWD is the ability of Members to leave Ratings and Reviews about you and/or your services (whether positive, neutral or negative) AND for other Members to read and evaluate those feedback reviews and make voluntary choices based upon that feedback. Therefore, in order to preserve the key component and integrity of BWD, you shall NOT:
- Attempt to restrict in any way a Member's right to post a review, by contract or otherwise;
- Offer a Member a bribe in any form in exchange for a more favourable review;
- Post and/or cut and paste and/or copy the content of a Member feedback review from BWD to your own personal or business site, to any other third party Web site and/or to or on any of your own personal, business or third-party marketing/advertising materials, regardless of the form;
- Attempt to gain feedback by receiving multiple feedback from the same member;
- Post or attempt to post, in any manner or by any means, a feedback review on your own account; or
- Misrepresent or impersonate another Member.
13. Deals. A key component of BWD allows Vendor Members to post promotional deals ("Deals") that may be used to purchase goods and services from third parties ("Deal Vendors"). In no event shall We be responsible for providing the goods and/or services indicated in a Deal. We shall have no liability for the goods and/or services provided under a Deal. You agree to look solely to the Deal Vendor for the goods and/or services to be provided; therefore, the Deal Vendors are responsible for any damages, claims or liabilities, including, but not limited to, injuries and property damages. You hereby release BWD and our affiliates, officers, directors, employees, shareholders, agents from and you waive, and release us and our officers, directors, employees and agents from, any and all claims, causes of action, damages, liabilities, costs, and legal fees and expenses whatsoever, known or unknown, arising out of the goods and/or services provided in connection with the Deals. Additional terms and conditions may be contained on each Deal. Any violation of the Deal terms and conditions will make the Deal void. The combination of a Deal with other coupons or offers is at the sole discretion of the Deal Vendors. Deals are not redeemable for cash. A Deal is automatically void if prohibited by law. A Deal may not be used for alcohol, tips, taxes, and any other statutory limitations. You acknowledge and agree that BWD may stop (permanently or temporarily) the offering of Deals through BWD to you or to users generally at BWD's sole discretion, without prior notice to you.
14. Privacy. Wedding Members should carefully safeguard personal information and check with Member Vendors to see how they treat information they gather from you.
15. No Agency. You hereby agree and acknowledge that your provision of services and/or your use of BWD, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us. In no event shall you have authority to bind, commit, contract for, or otherwise obligate BWD in any manner whatsoever.
16. Right to Reject or Remove Members. We reserve the absolute right to reject your participation, or remove you from your current participation in BWD at any time and for any reason or for no reason and without notice to you. Actions that may result in the rejection or removal of your participation can include, but are not limited to: any violation of the Terms of this Agreement; your creation, maintenance and/or management of more than one account; your non-payment in full any unpaid fees; any attempt by you to improperly influence, or cause another to improperly influence the feedback of Members; or any attempt by you to harass, or cause another to harass, or have inappropriate communications with a Member.
17. Petition for Reinstatement. Upon your removal from BWD, you may petition for reinstatement. Your petition for reinstatement must include the following: (i) a written statement as to why you should be reinstated and (ii) your contact information. Your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a petition does not, in any manner, guarantee, that you will be reinstated and We specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate you. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.
18. Confidentiality/Non-Disclosure. As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, We may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Our Information"). You hereby agree and acknowledge that any and all of Our Information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that We would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that We shall be entitled to injunctive relief.
19. Record Keeping/Audit. We reserve the right to keep all records of any and all communications between you and other Members for administration purposes.
20. Submissions. We always want to receive messages and feedback from BWD members and welcome any comments regarding BWD. However, please be aware that any ideas, suggestions comments or proposals you send to BWD (collectively, "Submissions") are non-confidential, shall become the sole property of BWD, and you hereby assign all right, title and interest in such Submissions. To the extent Submissions cannot be assigned to BWD, you hereby grant and agree to grant to BWD all rights needed for BWD to incorporate and commercialize the Submissions at no charge or encumbrance to BWD and you agree that BWD may disclose the Submissions to any third party in any manner and you agree that BWD has the ability to sublicense all Submissions in any form to any third party without restriction. BWD shall own all rights therein, including all intellectual property rights. BWD shall be entitled to use and/or disseminate the Submissions in any manner and for any purpose whatsoever, commercial or otherwise, without compensation or credit to you.
21. Remedies. Remedies for use of BWD that violate this Agreement include, but are not limited to, the immediate termination of your membership, notifying our Members of your actions, issuing a warning (including a public warning), temporarily suspending your membership, and monetary compensation and injunctive relief.
22. No Warranty. BWD, OUR EMPLOYEES, AND OUR SUPPLIERS PROVIDE BWD AND THE SERVICES THEREON "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BWD FURTHER DOES NOT WARRANT THAT THIS SITE OR ANY INFORMATION, SERVICES OR TOOLS OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS, WILL BE ACCURATE, COMPLETE OR CURRENT, OR WILL GIVE ACCURATE, COMPLETE OR CURRENT RESULTS; THAT OPERATION OF BWD, INCLUDING TOOLS OR OTHER SERVICES OFFERED ON BWD, WILL BE TIMELY, SECURE, UNINTERRUPTED, OR FREE FROM ERROR OR OMISSION OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY ERRORS ON BWD WILL BE CORRECTED. BWD DOES NOT REPRESENT OR WARRANT THAT DATA YOU STORE ON BWD (FOR EXAMPLE, IN CONNECTION WITH TOOLS) WILL BE SECURE, AVAILABLE OR PRESERVED. BWD DOES NOT REPRESENT OR WARRANT THAT ALL TOOLS OR OTHER SERVICES ON BWD WILL CONTINUE TO BE OFFERED.
23. Limited Liability. IN NO EVENT SHALL BWD, OUR EMPLOYEES, OR OUR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR DIRECT, INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE BWD, FOR USE OF COUPONS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION CONTAINED ON BWD, WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. OUR LIABILITY, AND THAT OF OUR EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
24. Indemnity. You agree to indemnify and hold us and our affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising in any manner in whole or in part out of your use of BWD, including but not limited to (i) your advertising, provision of or failure to pay for goods or services promoted on BWD; and (ii) claims that any of your Submitted Information includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party.
25. Links to Other Sites This Site may contain links to other sites which are provided solely as a convenience to you, or which are provided by other Members. BWD is not responsible for the availability of external sites or resources linked to BWD, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Transactions that occur between you and such third-party sites are strictly between you and the third party and are not the responsibility of BWD. Because BWD is not responsible for the availability or accuracy of these outside resources or their contents, you should review the terms and conditions and privacy policies of these linked sites, as their policies may differ from ours.
26. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, by laws, and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items.
27. Governing Law; Venue and Jurisdiction. By visiting or using BWD, you agree that the laws of the Province of Ontario, without regard to principles of conflict of laws of any state or jurisdiction, will govern these Terms and any dispute of any sort that might arise between you and BWD or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the courts of the Province of Ontario, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the Province of Ontario.
28. Security. BWD uses industry standard practices to safeguard your personal information. We utilize several different security techniques to protect data from unauthorized access, but We cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of BWD can be interrupted by numerous factors outside of our control.
29. General. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by BWD to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of arbitration or litigation involving the enforcement or interpretation of this Agreement. You agree that other than affiliates or subsidiaries of BWD, there are no intended third-party beneficiaries of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.