Heliotrope Hotel

TRANSIENT OCCUPANCY LODGING/LICENSE AGREEMENT (Terms and Conditions)
for Heliotrope HoteI, the Licensee/Guest, agree to the following:1. LODGING AGREEMENT: Licensee/Guest (you) hereby agrees to license from Heliotrope Hotel LLC (HH) the Property/Room at the Heliotrope Hotel, located in Bellingham, WA, for use solely as a private transient occupancy vacation residence and for no other purpose (“Occupancy”). Licensee/Guest acknowledges and agrees that his/her occupancy is as a lodger of the Property/Room and not as a tenant under WA state landlord/tenant law. This Licensee/Guest has no interest in the realty, and the Property/Room, for purposes of this agreement, shall at all times remain under the direct control and supervision of HH.2. PAYMENT POLICY: Licensee/Guest is responsible for full payment of the Total Occupancy Rate for the entire license period. One hundred percent (100%) of the Total Occupancy Rate is payable to HH in order to book and hold the Property/Room (Daily Rate x number of days in license period plus tax and other fees) (“Booking Deposit”). The Property/Room will not be reserved until the 100% Booking Deposit has been received by HH.3. ACCEPTANCE OF PROPERTY/ROOM: Licensee/Guest agrees to accept the Property/Room upon arrival, provided the Property/Room substantially meets the basic description as described on website.4. REPORTING DAMAGE TO HH: Licensee/Guest agrees to keep the Property/Room in good condition, and upon Licensee/Guest’s departure, the Property/Room will be left in good and habitable condition. Any damage to furnishings, fixtures, or furniture or other notable conditions found upon arrival must be reported to HH within two (2) hours of Occupancy.5. RESERVATION CONFIRMATION: Reservation of the Property/Room is not confirmed until (i) this Lodging Agreement has been executed by Licensee/Guest, and a signed copy is returned to HH, (ii) the 100% Booking Deposit is received by HH, and (iii) HH accepts the reservation, which acceptance shall be in HH’s sole and absolute discretion.6. MAKING PAYMENTS: Failure to make payments when due will result in cancellation of this Agreement.7. MINIMUM AGE TO RENT: Licensee/Guest must be at least 18 YEARS OF AGE to enter into this Agreement and reserve this Property/Room. HH may request proof of age.8. CANCELLATION POLICY: A minimum of 24 hours notice is required for a refund of the amount paid. There is a $20 fee for cancellation or changes made to each reservation. Cancellation of less than 24 hours will result in forfeiture of the amount equal to first night’s rate of stay.9. DAMAGE POLICY: Licensee/Guest shall be responsible for all damage, breakage and/or loss to the Property/Room, except for normal wear and tear and unavoidable casualties (as deemed by HH in its sole discretion) which may result from Licensee/Guest’s occupancy. Licensee/Guest agrees that all pipes, wires, glass, plumbing, household contents, and other equipment and fixtures will be in the same condition upon departure as at the time if check-in, reasonable wear and tear and damage by unavoidable fire and casualty the only exceptions. Licensee/Guest understands that the Property/Room will be inspected prior to Licensee/Guest’s arrival and upon Licensee/Guest’s departure. Licensee/Guest acknowledges any loss and/or damage to the Property/Room will result in a charge or charges for repair and/or replacement value.Licensee/Guest HEREBY CONFIRMS THAT HE/SHE UNDERSTANDS THESE CHARGES MAY BE POSTED TO THE CREDIT CARD ON FILE, OR, IF HH IS UNABLE TO CHARGE THE CREDIT CARD, HE/SHE WILL PROMPTLY (AND IN NO EVENT MORE THAN 10 DAYS) SUBMIT THE MONEYS DUE TO HH FOR FULL COST OF THE REPLACEMENT OR REPAIR.10. PROPERTY TOURS: A tour of the Property/Room may be available upon request, but is subject to availability. If Licensee/Guest or proxy of Licensee/Guest tours the Property/Room after the reservation is confirmed, Licensee/Guest remains subject to the terms and conditions of the cancellation policy including any and all cancellation fees.11. SMOKING: This is a non-smoking property (this includes tobacco & marijuana). Any violation of the smoking policy indoors may incur up to a $1,000.00 additional “Smoke Damage” Cleaning Fee to remove smoke odors from the Property/Room and/or linens.12. PETS: Pets are allowed in designated pet rooms only (Cedar, Madrona, Fir, Mount Baker) with prior authorization and a $25 pet fee. Guests who bring a pet or pets without approval will be charged the pet fee retroactively and may be immediately evicted from the Property/Room. Licensee/Guests agree to the following pet rules: All pets are the responsibility of Licensee/Guest, and must be well socialized, with predictably and consistently good manners toward other people and animals. It is at the owners and staff of HH’s discretion to remove any pets from the property that do not meet behavioral expectations. Pet owners are responsible for cleaning up any/all pet refuse, as well as cleaning pet before he/she comes indoors (old towels are provided by request, or you can bring your own). We ask that pets not be allowed on any furniture - especially and including beds - at any time. Evidence of pets on furniture or any pet damage may incur extra cleaning or replacement fees. We encourage you to bring your pet's bed, and any other accessories (e.g. food/water dishes, a scratching post for a cat). Pets may never be left unattended in rooms, and must be on leash at all times when outside the room. Pets are welcome to spend time in the wooded area in the back, but we ask them to please not enter The Yard, which is for our two-legged visitors. The Heliotrope assumes no responsibility for illness or injury that pets may incur while on the premises.  13. MAXIMUM NUMBER OF OCCUPANTS: The Property/Room is to be occupied by no more than the maximum sleep number stated on the listing website unless approved in writing by HH. If Licensee/Guest exceeds the occupancy limit and falsifies occupancy information at the time of reservation, Licensee/Guest shall be subject to eviction. “Occupants” includes small children, infants and overnight visitors. If more than the maximum number is found to be occupying the Property/Room, you agree that a charge of $50.00 per person/ per day will be made to your credit card. Additionally, this Agreement may be immediately terminated without a refund of any amounts paid. Exceptions: Licensee/Guest may have an additional four (4) daytime guests at the Property/Room beyond the maximum sleep number stated on the website. All parking, noise and community rules and restrictions must be followed. A daytime guest is understood to be any guest not sleeping at the rented room and leaving the property before 12 am.14. EVENTS/VENDORS: Any vendors entering the Property/Room or events held at the Property/Room must be disclosed by Licensee/Guest to HH and are subject to vendor/event fees to be determined by HH. Failure of Licensee/Guest to notify HH of any vendors or events could result in additional charges as determined by HH and/or removal from the Property/Room. HH retains the right to determine if a gathering constitutes an event. All vendors must be licensed and insured and will provide proof of insurance if requested by HH.15. RETURN OF SECURITY/DAMAGE DEPOSIT: Your Security/Damage Deposit, minus any charges against it, will be refunded to your credit card within twenty-one (21) days of your departure. If there are damages that require us to retain part of your Security/Damage Deposit, there may be a delay in its return.16. CHECK-IN: Check-In is no earlier than 3 pm on the day of arrival unless prior arrangements have been made with HH.17. CHECK-OUT: Check-out is no later than 11:00am on the day of departure. Check-out is defined as completely off the Property/Room. The entire 4-hour window between check-out and check-in is needed to adequately clean & prepare the room for the next guest. Out of respect for our housekeeping staff and newly arriving guests we ask that you adhere to our arrival/departure times. If you fail to be completely out by 11:00 am without prior approval Charges will be applied for late check-out at $5 per hour until 1:00pm; after 1:00pm another day rental charge will be applied. Special arrangements must be made ahead of time to be sure that a longer stay will not pose a problem. Please understand this is not meant to be an inconvenience, but to ensure that everyone has the same opportunity to enjoy their stay at this Property. There shall be no proration of the Total Occupancy Rate for late arrivals or early departures.18. LICENSEE/GUEST’S RESPONSIBILITY FOR CHECK-OUT: Prior to vacating the Property/Room, the Licensee/Guest is responsible for placing all trash into the proper containers and cleaning any dishes that were used during the stay. Licensee/Guest is also responsible for locking all doors. Not complying with any of these conditions could result in additional charges.19. ADDITIONAL RULES: Additional House Rules and Procedures may be clearly posted within the Property/Room or in the Property/Room Binder by HH, and are to be followed in addition to the rules and procedures set forth herein.20. NEIGHBOR COMPLAINTS: Actions by Licensee/Guest and/or guests that result in neighbor or other guest complaints or Police being called to the Property/Room will result in a minimum $250 charge, which charge will be used to deal with potential legal issues & fines. If the Police are called out a second time, Licensee/Guest and/or guests will be immediately evicted. Licensee/Guest shall be liable for any and all costs incurred by HH as a result of the breach of this Section 20.21. ILLEGAL SUBSTANCES: Illegal substances are strictly prohibited and grounds for immediate eviction from the Property/Room. You, your guests and visitors, agree that any drug use on the Property/Room, or using the Property/Room for any immoral or unlawful purpose, or violation of any law or ordinance on or about the Property/Room will immediately terminate your occupancy and be grounds for immediate eviction from the Property/Room. You shall be liable for any and all costs incurred by HH as a result of the breach of this Section 21.22. ENTERING PREMISES: Owner, Owner’s Agent or HH may enter the Property/Room at any time, without prior notice, in order to perform necessary repairs and/or maintenance and at their sole discretion.23. FIREPIT & FIREPLACE: Licensee/Guests agree to abide by all firepit and fireplace rules, including but not limited to the following: Heliotrope hotel staff are solely responsible for lighting, maintaining, and extinguishing all fires. Protective screen must be over the fire pit and in front of the fireplace at all times. No persons shall place or hold flammable materials in or around the fire, ie sticks. Fires are permitted between 7:00 AM - 10:00 PM. Children under the age of 14 must be accompanied by an adult when within 4 feet of the fire. Climbing, sitting, or standing is not allowed on the fire pit and fireplace or their edges.No  liquid flammable materials are allowed within 15 feet of the fire pit or fireplace. All guests must have on footwear in fire areas. No explosives such as fireworks, firecrackers, sparklers are allowed within 50’ of the fire pit or fireplace. Outdoor fire pit will be extinguished during high winds and/or if requested by neighbors or guests due to smoke. Licensee/Guests UNDERSTAND AND AGREE THAT THEIR USE AND ENJOYMENT OF THE FIREPIT AND FIREPLACE AREAS ARE AT THEIR OWN RISK.24. ITEMS LEFT BEHIND: Owners or HH shall not be liable or responsible for personal items left behind, lost or stolen. If you leave an item after checking out and wish to have it returned, call HH as soon as possible and we will arrange for shipment. We will inform you of the shipping cost and with your approval charge the credit card on file to cover the expense.25. LIABILITY: Owners or HH shall not be liable to Licensee/Guest, its guests or invitees or any other person for any injury, loss or damage to any person or Property/Room on or about the Property/Room. Licensee/Guest shall hold Owners and HH harmless and indemnify Owners and HH from and against all loss, injury or damage occasioned by the use or misuse or abuse of any part of the Property/Room and from or against any omission, neglect, or default of Licensee/Guest, its guests, or invitees.26. SUBLETTING: This Agreement may not be assigned or the Property/Room sublet or occupied by anyone other than Licensee/Guest and its guests.27. QUIET HOURS: Licensee/Guest and/or Guests agree to abide by Quiet Hours, from 10:00pm-8:00am. Guests creating loud noises or intentional disturbances during these hours will receive a warning from HH staff. If Licensee/Guest and/or Guests incurs a second warning, Licensee/Guest and/or guests may be immediately evicted.28. CHANGING THE LOCKS: No physical changes to the Property/Room or changing of locks on the Property/Room are permitted.29. FILM/VIDEO: The Property/Room shall not be used as a location for amateur or professional film/video without the prior written consent and arrangement with HH.30. INDEMNIFY AND HOLD HARMLESS: You agree to indemnify and hold Owners and HH harmless from all liability, loss or damage arising from any nuisance or harm made or suffered on the Property/Room by you, your guests or invitees, or from any carelessness, neglect, or improper conduct of any persons occupying or visiting the Property/Room during your occupancy pursuant to this Agreement.31. EXCEPTIONS: Any exceptions to the rules and regulations as written herein must be approved in writing in advance by HH.32. BOOKING POLICY: Occupancy rates naturally fluctuate throughout the year based on market conditions. When reservation confirmation is received, occupancy rates are locked in for the dates in the reservation. Should occupancy rates go up, you understand you will not be required to pay more. In addition, should occupancy rates go down, you understand you will not be entitled to a refund.33. AMENITIES: HH make every attempt to ensure the Property/Room lives up to the cleanliness & amenities of the pictures and/or video as seen on HH’s website. Naturally, some of the Property/Room’s amenities will need to be replaced or changed over time and may not be the specific amenity shown in the pictures and/or video.34. PARKING: One car is allowed per guest at no charge. Licensee/Guest must park in the stall marked with your room number. There is generally available off-site parking available nearby.35. We offer free wireless internet Service (the “Service”) provided by HH for use by guests of HH. All users are required to log-in individually as an independent user with a password provided by HH.
1. Our Internet User Agreement
1.1 This agreement applies from when Licensee/Guest enters the password. Please read the terms carefully before activating Service with us.
1.2 By using and/or activating Service with us by logging in you agree to be bound by this agreement. If you do not agree to the terms of the agreement, do not use the Service.
1.3 We may modify the agreement at any time. In accordance with clause 1.2, use of the Service constitutes acceptance of the agreement current at that point in time.
1.4 These Terms and Conditions do not alter in any way the terms or conditions of any other agreement you may have with HH for accommodations. This agreement contains disclaimers and other provisions that limit our liability to you, the Licensee/Guest.
2. Providing services
2.1 Licensee/Guest are responsible for providing all hardware and other equipment required to access and use the Service (a ‘‘Unit’’). You are responsible for ensuring the compatibility of your Unit with the Service. The availability and performance of the Service is subject to all memory, storage and other Unit limitations.
2.2 Service is available to your (Licensee/Guest) Unit only when it is within the range of our Wireless LAN.
2.3 All services are provided on an “as is” basis. HH does not warrant that the Service is fault free or fit for any particular purpose, or that our system is secure. The Licensee/Guest assumes all responsibility and risk for use of the Service.
2.4 HH will always try to make the Service available, but it may be interrupted, limited or curtailed due to maintenance and repair work, transmission or equipment limitations/failures, collocation failures or due to an emergency. HH is not responsible for data, messages or pages that you may lose or that become misdirected because of interruptions or performance issues with the Service.
2.5 We reserve the right to immediately and without notice, suspend your access to the Service if we suspect that you are transmitting a virus (or any other manipulating program capable of modifying other programs and replicating itself).
2.6 Network speed is no indication of the speed at which your Unit connected to the Service sends or receives data. Actual network speed will vary based on Unit configuration, compression and network congestion. The accuracy and timeliness of data sent or received is not guaranteed and you accept that delays or omissions may occur.
2.7 We do not warrant that any particular virtual private network will be compatible with the Service.
2.8 We will not supply any software to you in connection with the Service. If you use software packages, applications or configurations then you accept the risk of any failure of the Service resulting from the use of such software packages, applications or configurations.
3. Use of the Service
3.1 The Service is made available provided:
(a) You do not use the Service for anything unlawful, immoral or improper;
(b) You do not use the Service to make offensive or nuisance communications in whatever form. Such usage includes posting, transmitting, uploading, downloading or otherwise facilitating any content that is unlawful, defamatory, threatening, a nuisance, obscene, hateful, abusive, harmful (including but not limited to viruses, corrupted files, or any other similar software or programs), a breach of privacy, or which is otherwise objectionable;
(c) You do not use the Service to harm or attempt to harm minors in any way;
(d) You do not act nor knowingly permit others to act in such a way that the operation of the Service or our systems will be jeopardized or impaired;
(e) You do not use abusive or threatening behavior towards other users of the Service, members of our staff or any person in the vicinity of a Wireless LAN Hotspot;
(f) You do not use the Service to access or use content in a way that infringes the rights of others;
(g) The Service is used in accordance with any third party policies for acceptable use or any relevant internet standards (where applicable).
3.2 You agree not to resell or re-broadcast any aspect of the Service, whether for profit or otherwise. You accept that your entitlement to use the Service is for your personal use only and that you shall not be entitled to transfer your entitlement to use the Service to any other person or allow any other person to make use of the Service or of any username or password or other entitlement supplied to you in connection with the Service.
3.3 You also agree not to modify the Unit or use the Service for any fraudulent purpose, or in such a way as to create damage or risk to our business, reputation, employees, subscribers, facilities, third parties or to the public generally.
3.4 You have no proprietary or ownership rights to any username or password or to a specific IP address, or e-mail address assigned to you or your Unit. We may change such addresses at any time or deactivate or suspend Service to any address without prior notice to you if we suspect any unlawful or fraudulent use of the services.
4. Content disclaimer
4.1 HH does not control, nor is it in any way liable for, data or content that you access or receive via the Service. The Internet contains unedited materials, some of which may be sexually explicit or offensive to you. HH has no control over and accepts no responsibility for such materials.
4.2 HH is not a publisher of third-party content that can be accessed through the Service and is not responsible for any opinions, advice, statements, services or other information provided by third parties and accessible through the Service. You are responsible for evaluating such content.
4.3 It is your responsibility to evaluate the value and integrity of goods and services offered by third parties accessible via the service. HH will not be a party to nor in any way be responsible for any transaction concerning third party goods and services. You are responsible for all consents, royalties and fees related to third party vendors whose sites, products or services you access, buy or use via the Service.
4.4 HH does not guarantee the accuracy, completeness or usefulness of information that is obtained through the Service.
4.5 If you choose to use the Service to access web sites or content provided by third parties or purchase products from third parties, then your personal information may be available to the third-party provider. The way third parties handle and use your personal information related to the use of their services is governed by their policies and HH has no responsibility for their policies, or third parties’ compliance with them.
4.6 HH is providing this Service to customers free of charge, and is intended to support general web browsing activities. Due to limited bandwidth and to ensure a consistent experience for all customers, our Wi-Fi may not support high-bandwidth actions such as streaming music, streaming video or downloading large files.
5. Fair Usage: To ensure the provision of a quality of Service to all our guest and to ensure that the behavior of some does not disadvantage the majority of our customers, you agree to abide by any fair use policy which we may apply.
8. Disclaimer of Warranties: THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE EXPRESSLY DISCLAIMED. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE. HH DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. NEITHER WE NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, DEALERS, SUPPLIERS, PARENTS, SUBSIDIARIES OR AFFILIATES WARRANT THAT THE INFORMATION, PRODUCTS, PROCESSES, AND/OR SERVICES AVAILABLE THROUGH THE SERVICE WILL BE UNINTERRUPTED, ALWAYS AVAILABLE, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL OR ERROR FREE.
9. Limitation of Liability: EVEN IF HH HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION: PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PRIVACY OR SECURITY DAMAGES; PERSONAL INJURY OR PROPERTY DAMAGES; OR ANY DAMAGES WHATSOEVER RESULTING FROM INTERRUPTION OR FAILURE OF SERVICE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS DUE TO UNAUTHORIZED ACCESS OR DUE TO VIRUSES OR OTHER HARMFUL COMPONENTS, COST OF REPLACEMENT PRODUCTS AND SERVICES, THE INABILITY TO USE THE SERVICE, THE CONTENT OF ANY DATA TRANSMISSION, COMMUNICATION OR MESSAGE TRANSMITTED TO OR RECEIVED BY YOUR DEVICE, ACCESS TO THE WORLD WIDE WEB, THE INTERCEPTION OR LOSS OF ANY DATA OR TRANSMISSION, OR LOSSES RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR MESSAGES OR DATA RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.
10. Class Action Waiver: WHETHER IN COURT, SMALL CLAIMS COURT, OR ARBITRATION, YOU AND WE MAY ONLY BRING CLAIMS AGAINST EACH OTHER IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS REPRESENTATIVE OR A CLASS MEMBER IN A CLASS OR REPRESENTATIVE ACTION.
11. Termination: We can cancel this agreement immediately if any of the following happens: (a) You break an important condition of this agreement or a number of less                                      important conditions as determined by HH.        
12. General
12.1 You agree to indemnify us against any claims, demands, actions liabilities, costs or damages arising out of your use of the Service including any material that you access or make available using the Service, or violation of the agreement, including but not limited to use of the Service by you (or permitted by you) involving offensive or illegal material or activities that constitute copyright infringement. You furthermore agree to pay our (HH) reasonable legal fees and experts’ costs arising out from any actions or claims hereunder.
12.2 You may not transfer or try to transfer any of your rights and responsibilities under this agreement without our consent. HH may transfer our rights and responsibilities to any third party without your permission.
12.3 The laws applicable to the interpretation of these Terms and Conditions shall be the laws of the State of Washington without reference to its conflict of law provisions.
12.4 This agreement shall not confer any benefit on a third party
12.5 If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. 12.6 We reserve the right to amend these terms and conditions at any time.36. EXTRAORDINARY CIRCUMSTANCES: There may be circumstances in which the Property/Room might not be available for your stay. Examples of these include (but are not limited to) destruction of or damage to the Property/Room, changes in local occupancy regulations, or other reasons. In the event the Property/Room is not available, for whatever reason, we will do our best to make alternative arrangements for you where possible. If we cannot, or if the alternative arrangements are not acceptable to you, then we will refund all monies paid. This will be the full extent of our liability to you in such circumstances, and we will not be responsible for any other costs connected with any such cancellation, howsoever arising.37. NO REFUND POLICY: While every attempt is made to keep properties in good working order, occasionally things break, fail or go out of adjustment. This is an unavoidable part of life. This may include, but is not limited to, disruption in internet service or cable TV service, and heat. When these types of things happen, HH will make every attempt to correct or repair the problem as soon as possible, but only after HH has been alerted to the problem. However, it may happen that a repair cannot be made during the time the Licensee/Guest occupies the Property/Room. For example, if cable TV service is disrupted over a weekend and the cable company cannot schedule an appointment until the following Monday, the repair will not happen over the weekend. No matter what happens, if the Property/Room is otherwise habitable and the Licensee/Guest remains in the Property/Room, the Licensee/Guest hereby confirms and agrees that no refunds will be issued.38. GOVERNING LAW, VENUE AND TIME OF ESSENCE: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Time is of the essence. Any legal action arising out of or relating to this Agreement shall be filed in a court of competent jurisdiction in Whatcom County, Washington.39. WAIVER OF JURY: The parties agree to waive any and all rights to a jury in any legal action between them arising out of or relating to this rental agreement.40. ATTORNEY’S FEES AND COSTS: The prevailing party in any action between the parties, including arbitration proceedings, arising out of or relating to this Agreement shall be entitled to recover their reasonable attorney’s fees and costs, up to an amount not to exceed $2,500.41. ARBITRATION: If the Licensee/Guest becomes dissatisfied for any reason with the Property/Room or the fees charged, we encourage the Licensee/Guest to bring that to our attention immediately. We believe most problems can be rectified by communication and discussion. However, a dispute could arise which cannot be resolved by negotiation. We believe that such disputes are most satisfactorily resolved through binding arbitration rather than by litigation in court. Therefore, any controversy between the parties under this Agreement and any claim arising out of or relating to this Agreement or its breach, shall be submitted to binding arbitration in Whatcom County, Washington before a retired judge or justice. If we are unable to agree on a retired judge or justice, each party will name a retired judge or justice and the two named persons will select a neutral judge or justice who will act as the sole arbitrator. The prevailing party in any arbitration or other court proceeding shall be awarded its reasonable costs and attorney fees incurred in connection with the dispute. Licensee/Guest confirms that it has read and understands the above paragraph regarding arbitration, and voluntarily agrees to Binding Arbitration.42. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties relating to the Property/Room, and it supersedes any and all prior memoranda, options, oral agreements and understandings of the parties respecting the subject matter of this Agreement, and supersedes all other prior documents made by the parties in connection with the transaction described herein.