PageHoot Terms of Service

Website General User Agreement

Welcome to the PageHoot LLC Website. Please carefully review our User Agreement before you begin using the site. Thank you.

YOUR ACCEPTANCE

Welcome to PageHoot LLC.org. By using and/or visiting this Website, you signify your agreement to (1) these terms and conditions (the “User Agreement”) and (2) PageHoot LLC’s Privacy Policy, incorporated here by reference. If you do not agree to all of the terms and conditions contained in this User Agreement and the Privacy Policy, you are not authorized to use the Website.
Although we may attempt to notify you when major changes are made to this User Agreement, you should periodically review the most up-to-date version. PageHoot LLC may, in its sole discretion, modify this User Agreement at any time. By continuing to use this website following our posting of such changes, you agree to be bound by this User Agreement, as modified.
Through our sites, PageHoot LLC provides users with access to a rich array of educational resources, including personalized content. We hope you find our sites useful. We reserve the right to modify, suspend, or discontinue the Website or any related sites, or any part of them, at any time, for any reason without prior notice to you. You agree that we shall not be liable for any such modification, suspension, or discontinuance.
Your registration information, as well as other personally identifiable information that you provide us about yourself on our sites, is subject to our Privacy Policy.

GENERAL USE OF THE WEBSITE — PERMISSIONS AND RESTRICTIONS

PageHoot LLC hereby grants you permission to access and use the Website as set forth in this User Agreement, provided that:

You do not collect any personally identifiable information of others, including user names or email addresses, from the Website.
You do not use the Website for any commercial purposes without the prior written authorization of PageHoot LLC. You agree not to transmit or otherwise make available any unsolicited advertising, promotional information, bulk e-mail or other solicitation. You agree not to solicit, for commercial purposes, any users of the Website with respect to material they post on the Website.
You do not use or launch any automated system, including without limitation “robots,” “spiders,” or “offline readers” that access the Website in a manner that sends more request messages to the PageHoot LLC servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. Notwithstanding the foregoing, PageHoot LLC grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. PageHoot LLC reserves the right to revoke these exceptions either generally or in specific cases.
You do not transmit or otherwise make available any content containing any “virus,” “worm,” “trojan horse,” or any other computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
You do not alter or modify any part of the Website.
You do not circumvent, disable or otherwise interfere with security-related features of the Website or our sites or servers (or networks connected to our Website).
You do not harass, threaten, embarrass, or cause distress, unwanted attention, or discomfort to a person or entity on or through the Website or its communication systems.
You do not transmit or otherwise make available on or through the Website any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable, as solely determined by PageHoot LLC.
PageHoot LLC reserves the right to change or discontinue any aspect of the Website at any time, for any reason, and without notice to you.
PageHoot LLC reserves the right to suspend or terminate a user’s access to the Website, without prior notice and at PageHoot LLC’s sole discretion.
This list of permissions and restrictions, along with the other terms discussed below, is not intended to be complete, but merely illustrative. We reserve the right in our sole and final judgment to determine whether conduct violates conduct requirements for the Website.

YOUR USE OF CONTENT ON THE SITE

The following restrictions and conditions apply specifically to your use of content on the Website.

The content on the Website (other than your User Content), including without limitation the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively “PageHoot LLC Content”), is owned by or licensed by PageHoot LLC. Similarly, the trademarks, service marks and logos contained on the Website are owned or licensed by PageHoot LLC (“PageHoot LLC Marks”). Except as otherwise provided in this User Agreement or elsewhere on the website (e.g., in the description of a campaign), the PageHoot LLC Content and the PageHoot LLC Marks may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without the prior written consent of PageHoot LLC. PageHoot LLC reserves all rights not expressly granted in and to the PageHoot LLC Content and the PageHoot LLC Marks.
You understand that when using the Website, you will be exposed to PageHoot LLC Content, User Content, and other third-party content from a variety of sources, and that PageHoot LLC makes no warranty about the accuracy, usefulness, safety, or intellectual property rights of or relating to such PageHoot LLC Content, User Content, or other third-party content. You further understand and acknowledge that you may be exposed to User Content that may be inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against PageHoot LLC with respect thereto.
The Website may contain links to third party websites that are not owned or controlled by PageHoot LLC. PageHoot LLC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. We encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.

DIGITAL MILLENNIUM COPYRIGHT ACT

If you are a copyright owner or an agent thereof and believe that any PageHoot LLC Content or User Content infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing PageHoot LLC’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

Identification of the copyrighted work claimed to have been infringed
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit PageHoot LLC to locate the material;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate, and under penalty of perjury, that you are, or are authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed;
Your name, mailing address, telephone number, and e-mail address; and
A physical or electronic signature of the owner of the exclusive right that is allegedly infringed, or that of the person authorized to act on behalf of the owner.
PageHoot LLC’s designated Copyright Agent to receive notifications of claimed infringement can be reached at info@pagehoot.com. You acknowledge that if you fail to comply with all of the above requirements, your DMCA notice may not be valid.

WARRANTY DISCLAIMER

This website is provided to you “as is.” You agree that your use of the PageHoot LLC website shall be at your sole risk. To the fullest extent permitted by law, PageHoot LLC, as well as its officers, directors, employees, and agents (collectively, the “PageHoot LLC parties”), disclaim all warranties, express or implied, in connection with the website and your use thereof. The PageHoot LLC parties cannot and do not warrant the accuracy, completeness, currentness, non-infringement, merchantability or fitness for a particular purpose of the site’s content or the content of any sites linked to this site. Nor do the PageHoot LLC parties guarantee that the website will be error free, or continuously available, or that the website will be free of viruses or other harmful components. The PageHoot LLC parties do not warrant, guarantee, or assume responsibility for any product or services provided, advertised or offered by a third party through the PageHoot LLC website or any hyperlinked website or featured in any banner or other advertising.

LIMITATION OF LIABILITY

In no event shall the PageHoot LLC parties be liable to you or anyone else for any indirect, incidental, special, punitive, or consequential damages whatsoever, whether or not they are foreseeable, relating to this website, including any damages resulting from any (I) errors, mistakes or inaccuracies of content, (II) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our website, (III) unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (IV) interruption or cessation of transmission to or from our website, (V) bugs, viruses, trojan horses, or the like, which may be transmitted to or through our website by any third party, and/or (VI) errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the PageHoot LLC website, whether based on warranty, contract, tort, or any other legal theory, and whether or not PageHoot LLC is advised of the possibility of such damages. You specifically acknowledge that the PageHoot LLC parties shall not be liable for user content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you. Certain state laws do not allow limitations on or implied warranties or the exclusion or limitation of certain damages. To the extent these laws apply to you, some of the provisions set forth in this agreement may not apply. You agree to indemnify and hold harmless the PageHoot LLC parties against any and all claims, of whatever nature, that arise out of your use of and access to the PageHoot LLC website or your violation of any of this user agreement. This indemnification obligation will survive this user agreement and your use of the PageHoot LLC website.

ABILITY TO ACCEPT USER AGREEMENT

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement, and to abide by and comply with this User Agreement. In any case, you affirm that you are over the age of 13, as the PageHoot LLC Website is not intended for children under 13.

MISCELLANEOUS

This User Agreement shall be governed by the internal substantive laws of the state of Washington, without respect to its conflict of laws principles. Any claim or dispute between you and PageHoot LLC that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located in Washington state. This User Agreement, together with the Privacy Policy and any other legal notices published by PageHoot LLC on the Website, shall constitute the entire agreement between you and PageHoot LLC concerning the Website and supersedes prior agreements, if any, between you and PageHoot LLC relating to any matter dealt with in the User Agreement. If any provision of this User Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this User Agreement, which shall remain in full force and effect. No waiver of any term of this User Agreement shall be deemed a further or continuing waiver of such term or any other term, and PageHoot LLC’s failure to assert any right or provision under this User Agreement shall not constitute a waiver of such right or provision. This User Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PageHoot LLC without restriction. This User Agreement and the rights and obligations created hereunder shall be binding upon and inure solely to the benefits of the parties hereto and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended or should be construed to confer upon any other person any right, remedy or claim under or by virtue of this Agreement.

You and PageHoot LLC agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

PageHoot LLC Customer User Agreement

Website Hosting Services

PageHoot LLC agrees to provide Client with the services for hosting a website (the “Website”) on the World Wide Web portion of the Internet (the “Hosting Services”). PageHoot’s web server maintaining the website (the “Host Server”) will be located within PageHoot’s facility or a hosting provider or colocation facility subcontracted by PageHoot LLC. PageHoot LLC shall provide the hosting services so that the website is accessible to third parties via the World Wide Web portion of the Internet as specified herein. PageHoot LLC is responsible only for providing the Hosting Services, and not for providing any services or performing any tasks not specifically described in this Agreement.

Client Responsibilities

Client shall provide to PageHoot LLC all materials comprising the website (the “Client Content”), which shall be in a correct format (as specified by PageHoot LLC in consultation with Client). The Client Content shall be properly adapted and translated by Client for posting to the host server so that the website may be accessed via the Internet. Throughout the term of this Agreement, Client is solely responsible for all updates or modifications to the Client Content.

PageHoot LLC Responsibilities

Availability

Within a reasonable time of its receipt of the Client Content, PageHoot LLC will make the website available on the World Wide Web (the “Installation Date”). Thereafter, PageHoot LLC will use commercially reasonable efforts, pursuant to the terms and conditions set forth in this Agreement, to make the website accessible via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and will use its best efforts to ensure reasonable response times for users accessing the website. PageHoot LLC shall incrementally backup the website and store the backup materials in a safe and secure environment.

Security

PageHoot LLC shall endeavor to keep the site files and data as secure as possible, but makes no warranties about the security of any site code or data. Should the website files or content, whether provided by PageHoot LLC or the Client, become compromised through any manner of security breach or exploit, PageHoot LLC shall, at its sole discretion, take down the site, repair the files and data, and bill the Client for the work at prevailing hourly rates. PageHoot LLC will communicate with the Client regarding the nature of the breach or exploit and the nature of the resolution.

Domain Name Registration

PageHoot LLC will provide Client with a registered domain name using commercially reasonable efforts to register domain name(s) selected by Client provided that such domain name is available for registration and does not violate any registration services’ policies, or any law or regulation. In the event of any dispute arising out of or related to Client’s domain name used in connection with the website, upon Client’s request, PageHoot LLC will attempt to register an alternative domain name chosen by Client and attempt to make the website available under such alternative name. PageHoot LLC will work with the client to transfer any domain name registration or usage thereof as needed to work within the PageHoot LLC hosting framework.

Ownership of Intellectual Property and Equipment Licenses

Client Content

Client shall retain all right, title, and interest, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in the Client Content. Client assumes sole responsibility for the accuracy of any Client Content or other materials provided to PageHoot LLC for either authoring or hosting. Client hereby grants PageHoot LLC a non-exclusive, royalty-free license for the term of this Agreement to use, copy, modify,adapt, perform and display the Client Content solely as necessary to fulfill its obligations pursuant to this Agreement. Upon termination or expiration of this Agreement for any reason whatsoever, all rights granted to PageHoot LLC pursuant to this Section immediately revert to Client.

PageHoot LLC Equipment

PageHoot LLC retains all rights to the hosting services and any computer hardware, software, telecommunications or other equipment, including the host server, used to provide the hosting services (collectively, the “PageHoot LLC Equipment”). At no time shall Client have any ownership, property, or any other rights in, nor file any lien on, any of the hosting services or the PageHoot LLC equipment.

Confidentiality

Neither party shall disclose to any person or entity, directly or indirectly, without the prior written approval of the other, any confidential information relating to the other party obtained by virtue of this Agreement, except on a confidential basis to its business, legal and financial advisors or as required to be disclosed under applicable law or by legal process. “Confidential Information” shall include, but not be limited to software, technical processes and formulas, source or object code, product designs, sales cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data, and the terms of this Agreement. Confidential information does not include any information that is, (i) generally known or available to the public through no act of the receiving party, (ii) already known to the receiving party at the time of receiving the confidential information, (iii) independently developed by the receiving party; or (iv) furnished to the receiving party by a third party with the right to do so.

Billing and Payment

Billing and Payment Terms

Client will be automatically charged on a monthly basis for the hosting services unless notified or unless paid in full ahead of time in yearly intervals, and payment of such fees will be processed monthly on the day of the month of the first processing, unless otherwise stated.

Late Payment

Client’s failure to pay fees or to stop payment of recurring fees before the end of the Agreement shall be considered a material breach of this Agreement, and PageHoot LLC may do any or all of the following: (i) assess late charges of the greater of one and one-half (1.5%) per month or the maximum allowable under applicable law, (ii) suspend performance of the services, and terminate pre-existing agreements without penalty; or (iii) require future payments hereunder to be made in advance of Services being rendered by PageHoot LLC. Any suspension or termination of services will not relieve Client from paying past due fees plus late charges and in event of collection enforcement, client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs, and collection agency fees.

Taxes

Client shall pay or reimburse PageHoot LLC for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by PageHoot LLC under this Agreement; excluding, however, income taxes on profits which may be levied against PageHoot LLC.

Warranties

Client

Client represents and warrants that: (a) Client has the power and authority to enter into and fully perform its obligations under this Agreement and to grant the rights granted in this Agreement; (b) The content, material, messages and data transmitted or made available through the services (including Client Content) do not and shall not contain any material that is inaccurate or that violates any applicable law, rule or regulation (including,without limitation, export laws) or that infringes upon any common law or statutory right of any person or entity, including, without limitation, any proprietary, contract, moral, privacy or publicity right, copyright, patent, trademark, trade secret, or any other third party right, and that Client owns the Client Content or otherwise has the right to place the Client Content on the website; (c) The content, material, messages and data transmitted or made available through the services (including Client Content) do not and shall not contain any material that, in PageHoot LLC’s good faith judgment, is obscene, threatening, malicious, defamatory, libelous, slanderous, pornographic or which otherwise could expose PageHoot LLC to civil or criminal liability; (d) Client has obtained any authorization(s) necessary for hypertext links from the website to other third party Web sites; and (e) Client will not use the services to send unsolicited commercial e-mail, or engage in any other offensive or harassing conduct, or conduct that unreasonably interferes with PageHoot LLC’s ability to manage its network facilities or provide similar services to other customers. In addition to any other remedy set forth in this Agreement, PageHoot LLC reserves the right to immediately remove from the website any material which violates any of the above warranties and/or to immediately suspend or disable any services necessary to remedy any violation or potential violation of the above warranties.

PageHoot LLC

PageHoot LLC represents and warrants that (a) PageHoot LLC has the legal right and authority to provide the Hosting Services; (b) the PageHoot LLC equipment does not infringe upon any copyright, patent, trademark, trade secret, or any other intellectual property right of any third party.

Additional

No Other Warranty OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN WARRANTIES SUBSECTION “PAGEHOOT LLC,” ANY EQUIPMENT PROVIDED (INCLUDING, WITHOUT LIMITATION, THE PAGEHOOT LLC EQUIPMENT) AND ALL SERVICES PERFORMED PURSUANT TO THIS AGREEMENT ARE PROVIDED AND PERFORMED ON AN “AS IS” BASIS, AND CLIENT’S USE OF THE SERVICES IS AT ITS OWN RISK. PAGEHOOT LLC DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PAGEHOOT LLC SPECIFICALLY DOES NOT WARRANT THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Limitation of Liability; Damages.

PAGEHOOT LLC’S SOLE LIABILITY TO CLIENT FOR ANY LOSS, LIABILITY OR DAMAGE, INCLUDING ATTORNEY’S FEES, FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY EXHIBIT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO CLIENT’S ACTUAL DIRECT OUT- OF-POCKET EXPENSES WHICH ARE REASONABLY INCURRED BY CLIENT AND SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID TO PAGEHOOTLLC BY CLIENT UNDER THIS AGREEMENT DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. IN NO EVENT SHALL PAGEHOOT LLC BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR LOST PROFITS, LOST DATA, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE BASIS OF THE CLAIM.

Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend and forever hold harmless the other, and any of its parent and affiliated companies, and the present and former officers, members, shareholders, directors, employees, representatives, attorneys, insurers and agents of any of these,and their successors, heirs and assigns (each, an “Indemnified Party”) from and against any and all losses liabilities, claims, costs, damages and expenses(including reasonable attorneys’ fees, disbursements and administrative or court costs) that (i) arise directly or indirectly out of any breach or alleged breach of its representations and warranties under this Agreement, or (ii) are the result of its willful misconduct. The indemnified party shall promptly provide the indemnifying party with written notice of any claim which it believes falls within the scope of this paragraph and shall cooperate with the indemnifying party in the investigation and defense of the same. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.

Force Majeure

Neither party shall be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, snowstorm, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy,embargo, war, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause beyond that party’s reasonable control.

Term; Termination and Renewal

This Agreement shall be effective as of the effective date of the first payment to PageHoot LLC and shall remain in effect from the installation date (the “Initial Term”), unless earlier terminated as otherwise provided in this Agreement. This Agreement shall be automatically be renewed monthly (each, a “Renewal Term”) unless a party provides the other party with a notice of termination at least thirty (30) days prior to the expiration of the initial term or the then-current renewal term. Either party may terminate this Agreement if a bankruptcy proceeding is instituted against the other party which is not dismissed within ninety (90) days, or results in an adjudication of bankruptcy, or the other party materially breaches any of its representations, warranties or obligations under this Agreement, and such breach is not cured within fourteen (14) days of receipt of notice specifying the breach. Upon any termination of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination of this Agreement, provided that, if Client terminates the Agreement in a manner other than that which is described in this paragraph,Client shall also pay to PageHoot LLC an amount equal to all unpaid charges for the remainder of the then current initial or renewal term of this Agreement. The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement including,without limitation, the sections on Confidentiality, Billing and Payment, Warranties, Limitation of Liability; Damages, Term; Termination and Renewal, and Amendment shall survive any such expiration, termination or cancellation.

Amendment

PageHoot LLC may modify this Agreement at any time in its sole discretion. Any modification is effective immediately upon either transmission by e-mail to the Client, by postal mail, or by posting on the PageHoot LLC website at this URL.

If any modification to this Agreement is unacceptable to the Client, they may immediately terminate the Agreement. PageHoot LLC will invoice Client for pro-rated services as of that date.

Notice

Any notice provided pursuant to this Agreement shall be in writing and shall be deemed given (i) if by hand or overnight delivery, upon receipt thereof,(ii) if by mail, two (2) days after a properly addressed piece is deposited in the United States mails, postage prepaid, certified mail, return receipt requested, or (iii) if by facsimile transmission, upon electronic confirmation thereof, (iv) if by e-mail, to the last known e-mail address. All notices shall be addressed as provided below after the signatures of the parties, or such other address as either party may in the future, consistent with this Section, specify in writing to the other.

Miscellaneous

This Agreement, any Web Hosting and Design Agreement, or any Ongoing Consulting Agreement referencing this Agreement shall constitute the entire Agreement between Client and PageHoot LLC with respect to the subject matter hereof and there are no representations, understandings or agreements that are not fully expressed in this Agreement. In the event of a conflict between the terms of any Exhibit and this Agreement, unless expressly stated otherwise in the Exhibit, this Agreement shall control. PageHoot LLC may use the name of and identify Client as a PageHoot LLC client, in advertising, publicity, or similar materials distributed or displayed to prospective clients. PageHoot LLC and its personnel, in performance of this Agreement, are acting as independent contractors and not employees or agents of Client. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the party against which such amendment, change,waiver, or discharge is sought to be enforced. This Agreement shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions, and the exclusive venue for disputes arising out of or related to Agreement shall be the appropriate state or federal court located in either the City of Seattle, Washington or King County, Washington. Client shall not assign, without the prior written consent of PageHoot LLC, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. Signatures on a copy of this Agreement or other documents provided pursuant to this Agreement transmitted by facsimile machine shall be binding on the parties and of the same legal effect as original signatures. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. In WITNESS WHEREOF, by accepting PageHoot LLC’s Sales Order, Proposal or Quotation, this document is hereby included by reference as being part of that Sales Order, Proposal or Quotation.