Terms of Use

Effective: May 30,  2013

The www.blackandwhitecookies.com website and any derivative website on which these Terms of Use are posted are owned and operated by BWCC, LLC, a Delaware limited liability company (“BWCC”).  BWCC has adopted these Terms of Use (“Terms of Use” or “Agreement”) to make you aware of the terms and conditions of your use of the www.blackandwhitecookies.com website, any derivative websites on which these Terms of Use are posted and any Content, or other products or services that are offered or provided via the aforementioned websites (collectively, “Website”). In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User” shall include such entity or person in addition to you, and your acceptance of this Agreement shall constitute acceptance on behalf of such entity or person.

BWCC reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page.  In addition, if you have previously registered an account, BWCC will endeavor to notify you of such changes via the email address you provided to BWCC.  You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes.  The continued use of the Website following the posting of changes to these Terms of Use will constitute your acceptance of those changes.  The most current version of these Terms of Use can be reviewed at www.blackandwhitecookies.com/terms. BY USING OR OTHERWISE ACCESSING THE WEBSITE, CREATING, REGISTERING OR ACCESSING AN ACCOUNT, POSTING OR DOWNLOADING CONTENT, OR ANY OTHER INFORMATION TO OR FROM THE WEBSITE,  OFFERING FOR SALE OR PURCHASING ANY PRODUCTS OR SERVICES VIA THE WEBSITE OR MANIFESTING YOUR ASSENT TO THESE TERMS OF USE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE.  IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR OTHERWISE ACCESS THE WEBSITE, CREATE, REGISTER OR ACCESS AN ACCOUNT, POST OR DOWNLOAD CONTENT, OR ANY OTHER INFORMATION TO OR FROM THE WEBSITE OR OFFER FOR SALE OR PURCHASE ANY PRODUCTS OR SERVICES VIA THE WEBSITE.  General Terms of Use and Restrictions on Use

BWCC hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Website solely for  the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use. All rights not otherwise expressly granted by these Terms of Use are reserved by BWCC.  If you do not comply with the Terms of Use at any time, BWCC reserves the right to revoke the aforementioned license(s), limit your access to the Website, or restrict your ability to post or download Content, or order products and services.  You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell, or exploit for any purpose any portion of or any information from the Website.  You may not obscure or remove any proprietary rights notices contained in or on the Content.  You are solely responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, electrical, and other physical requirements necessary for your access to and use of the Website or any part thereof.

BWCC may discontinue or alter any aspect of the Website, remove Content from the Website, restrict the time the Website is available or restrict the amount of use permitted at BWCC’s sole discretion and without prior notice or liability.  You agree that BWCC may, under certain circumstances, immediately suspend and/or terminate your access to the Website or any part thereof.  Cause for such measures shall include, without limitation: (a) breaches or violations of these Terms of Use or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Website; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) engagement by you in fraudulent or illegal activities.  You further agree that such measures shall be taken in BWCC’s sole discretion and without liability to you or any third party.  For purposes of these Terms of Use, references to “post” or “posting” shall refer to any manner of posting, transmitting, uploading, providing, making available, or otherwise transferring material or information.

BWCC Intellectual Property

Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons displayed on the Website, including, without limitation, Black and White Cookie Company (and Design), are the property of BWCC and/or its licensors and may not be used without BWCC’s prior written consent.  Trademarks owned by third parties are the property of those respective third parties.  The Website is the copyrighted property of BWCC, and it may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use.  Any unauthorized use of any Content, whether owned by BWCC or other parties, may violate copyright laws, trademark laws, privacy and publicity laws, and communications regulations and statutes.  You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate, or redistribute the intellectual property found in the Website or any part thereof or grant any other person or entity the right or access to do so.  

Accounts

For certain aspects of the Website, you may be asked to register an account.  In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process.  This account is personal to you, and you will not share it or allow any other person to utilize your account.  You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password.  You agree to immediately notify BWCC in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security.  You also agree that you will provide truthful and accurate information during the registration process.  BWCC may refuse to grant a particular username to you for any reason, including, without limitation, in the event BWCC determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.

Content

You acknowledge that the Website may contain or provide access to information, software, photos, video, text, graphics, music, sounds, or other material provided by BWCC or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws, and that these rights are valid and protected in all forms and media existing now or hereafter developed. Feedback BWCC welcomes your comments, feedback, information, or materials regarding the Website, Content or BWCC’s products or services (collectively, “Feedback”).  If you submit Feedback to BWCC, please note that your Feedback shall become the property of BWCC.  By submitting your Feedback to BWCC, you agree to assign, and hereby irrevocably assign to BWCC, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis.  BWCC shall be free to use your Feedback on an unrestricted basis.  You hereby assign and/or waive, as the case may be, any moral rights that you may have in or to the Feedback.

BWCC’s Privacy Policy

BWCC collects, stores and uses data collected from you in accordance with BWCC’s Privacy Policy, located at www.blackandwhitecookies.com/privacy.  The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

Links

The Website may provide, or third parties may provide, links to other websites or resources on the Internet.  Because BWCC has no control over such websites or resources, you acknowledge and agree that BWCC is not responsible for the availability of such external websites or resources, and BWCC does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such websites or resources or for any privacy or other practices of the third parties operating those websites or resources.  You further acknowledge and agree that BWCC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such Content, goods or services available on or through any such website or resource.  BWCC strongly encourages you to review any separate terms of use and privacy policies governing use of these third party websites and resources.

Purchases

BWCC may allow users to place Orders for products, subscriptions, and/or services via the Website or through its third-party affiliate.  “Order” shall mean any order placed by a user for products, subscriptions, and/or services via the Website that is accepted by BWCC.  In the event that you are a user placing an Order to purchase products, subscriptions, and/or services, you are subject to the additional terms of this section.  Please note that in some cases, you may be directed to a third-party website make purchases.  In such an event, the purchase terms in this section do not apply, and your purchase will be governed by the terms of such third-party website.  By making such purchases, you hereby agree that BWCC has no responsibility, and shall have no liability, for any claim related to your purchases on such third-party websites.

Upon placing an Order, you shall pay to BWCC the purchase price as set forth in the “Shopping Cart” or similar ordering mechanism (including any applicable sales tax, surcharges, any delivery fees for the delivery service you select, and any other applicable fees) as of the time you submitted the order.  BWCC or its third-party affiliates may utilize the services of certain third-party payment processors to process payments of credit cards and other accepted methods of payment.  Your purchase is subject to any additional terms and conditions imposed by such third-party payment processors.  The purchase price and any applicable taxes, surcharges, delivery fees, or other applicable fees shall be applied to your chosen method of payment upon submission of your order.  All prices are non-refundable. Without limiting other remedies, we reserve the right to charge a late fee on all past due payments equivalent to the lesser of one and one half percent (1.5%) per month on the unpaid balance or the highest rate allowed by law. You will pay for all collection costs, attorneys fees, and court costs incurred in the collection of past due amounts. Prices and availability of products are subject to change without notice. Errors will be corrected where discovered, and BWCC reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and your payment method accepted and charged.  In the event your payment method has been accepted and charged, BWCC will issue you the appropriate credit within a reasonable time after your order has been revoked.

Please note that the colors or items and products may depend on your monitor and may not be correctly displayed. Please also note that the availability of products and other items on the Website may change at any time, without notice. If you purchase a product that must be shipped to you, such products will be shipped by BWCC and/or its thirdparty contractors within a reasonable time after processing of your order.  Please note that your receipt of an electronic or other form of order confirmation does not signify BWCC’s acceptance of your order, nor does it constitute confirmation of our offer to sell. BWCC reserves the right, at any time after receipt of your order, to accept or decline your order for any reason. BWCC reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. BWCC may require additional verifications or information before accepting any order (or the accepted portion thereof). Notwithstanding the foregoing, you agree that, if BWCC cancels all or a portion of your order, or if BWCC provides you less than the quality you ordered, your sole and exclusive remedy is either (a) BWCC will issue a credit in the amount charged for the cancelled portion or the quantity not provided (in the event you have already submitted payment for the order) or (b) BWCC will not charge you for the cancelled portion of the order or the quantity not provided. Shipment time will vary depending on the shipping method and service you select.  BWCC does not guarantee delivery at any certain time. BWCC is not responsible for (a) shipping delays, (b) unsuccessful deliveries arising from recipient not being present at time of delivery at the address supplied by the sender, (c) products delivered to incorrect addresses supplied by the sender, (d) decreased product quality due to an incorrect delivery address supplied by the sender, or a re-route requested by the sender, or (e) product quality problems caused by improper handling by the recipient. When applicable, free shipping offers are valid only on weekday deliveries to addresses within the Continental United States. In the event a product ordered by you is damaged upon receipt, BWCC, at its sole option, may provide a replacement product or refund the purchase price.  Damaged products which BWCC will accept for return or refund include products that are missing, torn or physically damaged or inoperable.  In the event you purchase products that embody or otherwise contain Content owned by BWCC or other parties, you agree to the following restrictions regarding such products and the Content or other information contained or embodied therein: (a) you may not resell any Content or otherwise profit from its use or display; (b) you may not, nor will you allow any other party to, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense or create derivative works or compilations incorporating such Content without the express permission of the owner of such Content; (c) you will not otherwise violate any additional legal or contractual restrictions governing use of the Content; and (d) you will not obscure or remove any proprietary rights notices contained in or on the Content.

Please read the official rules that accompany each special offer, coupon, discount, contest, and sweepstakes that we may offer or conduct. Special offers, coupons, or discounts cannot be used in conjunction with other offers. Limit one promotion per order. User Representations

You hereby represent and warrant to BWCC that: (a) you (i)  are over the age of eighteen (18), (ii) are an emancipated minor under the laws of your jurisdiction of domicile and/or residence, (iii) possess legal parental or guardian consent, or (iv) otherwise have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to BWCC is truthful, accurate, and complete; (c) you are an authorized signatory of the credit or debit card or other method of payment that you provide to BWCC or its thirdparty payment processor to pay the purchase price and any applicable fees or taxes related to your purchases of products and/or services via the Website; (d) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Website, Content, or any part thereof; (e) you have provided and will maintain accurate and complete registration information with BWCC, including, without limitation, your legal name, email address, and any other information BWCC may reasonably require; (f) your access to and use of the Website or any part thereof and/or purchase and use of any products or services will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (g) you will immediately notify BWCC in the event that you learn or suspect that your registration information, username or password has been disclosed or otherwise made known to any other person; (h) you will not use the Website in order to gain competitive intelligence about BWCC, its affiliates, the Website, or any product or service offered via the Website or to otherwise compete with BWCC or its affiliates; and (i) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person. In the event that you post any Feedback via the Website, you hereby make the following additional representations and warranties to BWCC: (1) you are owner of such Feedback or otherwise have the right to grant BWCC the licenses or assignments granted pursuant to this Agreement; (2) you have secured any and all consents necessary to post the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy, or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Website or any part thereof, which includes, without limitation: (a) use of the Website to post, store, or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable; (b) use of the Website to post, store, or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Website to interfere, disrupt, or attempt to gain unauthorized access to other accounts on the Website, to restricted portion of the Website, to Content, or any other computer network or equipment; (d) use of the Website to post, store, or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Website to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f)  use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Website (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Website); (g) use of the Website to gain competitive intelligence about BWCC, its affiliates, the Website or any product or service offered via the Website or to otherwise compete with BWCC or its affiliates; (h) framing or otherwise simulating the appearance or functions of the Website or any portion thereof; (i) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users  or (j) use of the Website to engage in any activity that, as determined by BWCC, may intentionally or unintentionally violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use.

Disclaimer

BWCC uses reasonable efforts to maintain the Website, but BWCC is not responsible for any defects or failures associated with the Website, any part thereof, any Content posted using the Website, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.  The Website may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that BWCC may undertake from time to time; or (c) causes beyond the control of BWCC or which are not foreseeable by BWCC.  PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS:

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEBSITE, ANY CONTENT, AND ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, BWCC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITATION, BWCC MAKES NO WARRANTY THAT THE WEBSITE, ANY CONTENT, OR ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE WEBSITE OR ANY PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

Limitation of Liability 

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BWCC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF BWCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PURCHASED VIA THE WEBSITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE WEBSITE, ANY CONTENT, OR THE PURCHASE OF BWCC’S PRODUCTS OR SERVICES.  IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEBSITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, BWCC’S SOLE AND EXCLUSIVE OBLIGATION OR LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) SHALL NOT EXCEED, IN BWCC’S SOLE DISCRETION, THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE,  SELLING OR PURCHASING ANY CONTENT OR PURCHASING BWCC’S PRODUCTS OR SERVICES OR ANY AMOUNT RETAINED BY BWCC FOR PROVIDING THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless BWCC, its officers, members, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Website or any part thereof, (b) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (c) infringement or misappropriation of any intellectual property or other rights of BWCC or third parties by you, (d) any negligence or willful misconduct by you, (e) any other claim related to your performance under this Agreement, or (f) your use of any Content, services or products provided by BWCC.

Term and Termination

This Agreement is effective upon your unequivocal acceptance as set forth herein and shall continue in full force until terminated.  You agree that BWCC, in its sole discretion, may terminate your use of the Website or any part thereof upon prior notice, and remove and discard any Content, in the event you violate these Terms of Use.  You agree that BWCC may immediately suspend your account and your access to the Website or any part thereof in order to conduct an investigation in the event it believes you have violated these Terms of Use or if it determines that you are a repeat infringer of another’s intellectual property or other rights.  BWCC may also, in its sole discretion and at any time, discontinue providing the Website, any part thereof, any Content, or any products or services advertised thereon, with or without notice.  In addition to any other method of termination or suspension provided for in this Agreement, BWCC reserves the right to terminate this Agreement at any time and for any reason upon ten (10) days notice to you.  Further, you agree that BWCC shall not be liable to you or any third-party for any termination or suspension of your access to the Website or any part thereof, removal of Content or sale of any products.  You may terminate this Agreement at any time by immediately discontinuing all access to the Website and by providing notice to BWCC of such discontinuance.  Termination or cancellation of this Agreement shall not affect any right or relief to which BWCC may be entitled at law or in equity.  Upon termination of this Agreement, you shall terminate all use of the Website and any Content provided thereby.  In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with this Agreement.

Governing Law and Other Miscellaneous Terms

The parties and their respective personnel are and shall be independent contractors, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.  You acknowledge and agree that any expenses that you incur in furtherance of this Agreement are voluntary in nature and are made with the knowledge that this Agreement may be terminated as provided herein.  You shall not make a claim against BWCC, and BWCC shall not be liable with respect to the recoupment of any expenditures or investment made by you in anticipation of the continuation of this Agreement beyond the term hereof.

The parties agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to BWCC which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, the parties agree that BWCC has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies BWCC may have for your breach of this Agreement.

The validity and effect of these Terms of Use shall be governed by, and construed and enforced in accordance with the laws of the State of California, without regard to its conflicts or choice of laws principles.  ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEBSITE, ITS USE, THESE TERMS OF USE, ANY SALE OR ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF BWCC, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN LOS ANGELES COUNTY, CALIFORNIA, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION, OR PROCEEDING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION, OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.  If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting and construing this Agreement.  If the performance of any part of this Agreement by either party (other than payment of money) is prevented, hindered, delayed, or otherwise made impracticable by reason of any  flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure, or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered, or delayed by such cause.  This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Website, Content, and products and services offered via the Website, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Website, Content, and products and services sold via the Website.  If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision.  As so reformed or modified, the court shall fully enforce this Agreement.  The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. BWCC makes no representation that the Website, Content, or other material or information on the Website is appropriate to or available in locations outside of the United States.  You may not use the Website or export Content in violation of United States export laws, regulations, or restrictions.  If you access the Website from outside of the United States, you are responsible for compliance with all applicable laws.

Copyright and Copyright Notices

BWCC respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide BWCC the following information:

• an electronic or physical signature of the owner or person authorized to act on behalf of the owner of
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Website sufficient to
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the
• a statement by you, made under penalty of perjury, that the above information in your notice is the copyright interest; allow us to locate the allegedly infringing material; copyright owner, its agent, or the law; and accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.