Terms of Service Agreement
This agreement (hereinafter, the
"Agreement") between Sportswear Enterprises, exclusive owner of
BioTrainer's worldwide sales, marketing and distribution rights (hereinafter,
"BT", "us" or "we") and you sets forth the terms and
conditions which govern your use of any of the BT or BT sponsored websites (hereinafter,
the "Sites") and/or the services (hereinafter, the "Services") thereon
which are provided by BT.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SITES AND/OR
SERVICES. BY ACCESSING OR USING THE SITES AND/OR SERVICES, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND
CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITES OR SERVICES AND SHOULD IMMEDIATELY CEASE
SUCH USE. BT MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE
EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING THE MODIFIED
AGREEMENT ON THE SITE OR VIA EMAIL. YOUR USE OF ANY OF THE SITES AND/OR SERVICES FOLLOWING
SUCH NOTICE SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES. YOU AGREE TO REVIEW THE
AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE
OF THE SITE AND/OR THE SERVICES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED
AGREEMENT. IF WE REQUEST, YOU IRREVOCABLY AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS
AGREEMENT.
1. Limited License; Use of Services
BT grants to you a limited personal, non-exclusive and non-transferable right and license
to access the Sites and use the Services thereon. Unless otherwise specified in writing,
the Services are for your personal and non-commercial use.
BT's Services shall contain, without limitation, email services, bulletin and message
boards, chat areas, news groups, forums, communities, calendars, and various other message
communication applications.
2. Prohibited Activities
In connection with your use of the Sites and/or the Services, you acknowledge and agree
that you will not:
a. copy, reverse engineer, reverse assemble, otherwise attempt to discover the source
code, distribute, transmit, display, perform, reproduce, publish, license, create
derivative works from, transfer or sell any information, software, products or services
obtained through the Sites or the Services;
b. access the Sites or Services by any means other than through the standard
industry-accepted or BT-provided interfaces;
c. transmit any message, information, data, text, software or image, or other content that
is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar,
obscene, libelous, or otherwise objectionable which may invade another's right of privacy
or publicity;
d. impersonate any person or entity, including without limitation, an BT official, forum
leader, chat room monitor, guide or host, or falsely state or otherwise misrepresent your
affiliation with such a person or entity;
e. post or transmit any material that contains a virus or corrupted data;
f. delete any author attributions, legal notices or proprietary designations or labels
that you upload to any communication feature;
g. use of any Site or Service's communications features in a manner that adversely affects
the availability of its resources to other users (e.g., excessive shouting, use of all
caps, or flooding continuous postings of repetitive text);
h. post or transmit any unsolicited advertising, promotional materials, "junk
mail", "spam," "chain letters," "pyramid schemes" or
any other form of solicitation or any non-resume information such as opinions or notices,
commercial or otherwise;
i. violate any applicable local, state, national or international law;
j. upload or transmit any material that infringes any patent, trademark, trade secret,
copyright or other proprietary rights of any party;
k. delete or revise any material posted by any other person or entity;
l. manipulate or otherwise display the Sites and/or the Services by using framing or
similar navigational technology;
m. register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt
to unsubscribe, any party for any BT product or Service if you are not expressly
authorized by such party to do so; or
n. use the Sites and/or the Services for any purpose that is unlawful or prohibited by
these terms and conditions. You may not use the Site or the Services in any manner that
could damage, disable, overburden or impair BT's servers or networks, or interfere with
any other user's use and enjoyment of the Sites and/or the Services. Furthermore, you may
not attempt to gain unauthorized access to any of the Sites, Services, accounts, computer
systems or networks connected to BT through hacking, password mining or any other means.
You may not obtain or attempt to obtain any materials or information through any means not
intentionally made available through the Sites or the Services.
3. Billing and Renewal Transactions and Policies
Certain products or Services may be offered for sale on the Sites. In the event you wish
to purchase or to subscribe for any of these products or Services, you will be asked by BT
or an authorized third party to supply certain information, including without limitation,
your full name, address, telephone number and credit card information. You agree to
provide BT or such third party with the foregoing information as well as any other
mandatory information that is accurate, complete and current, and to comply with the terms
and conditions of any agreement that you may enter into governing your purchase of the
product or Service. You shall be responsible for all charges incurred through your account
as well as for paying any applicable taxes.
Some Services offered by BT are membership-based services. If you open a membership-based
account with any of BT's Sites, you hereby agree to pay all charges to your account,
including any applicable taxes, in accordance with billing terms in effect at the time the
fee or charge becomes payable. BT reserves the right to change the amount of, or basis for
determining, any fees or charges for Services we provide, and to institute new fees,
charges or terms effective upon notice to subscribers. We reserve the right to terminate
any account at any time for any reason.
Please note that we only accept credit card payments and do not accept debit card payments
at this time. You agree to notify BT immediately in writing or via email) if you discover that
the card number you provided to BT when you signed up for membership is actually a debit
card number.
4. Automatic Renewal Terms
Your membership will be automatically renewed and your credit card will be automatically
charged on a monthly or annual basis, depending upon the billing terms for your account,
for as long as you remain a member. You agree that BT will not be obligated to send you
any renewal or advance billing notices or confirmations that your credit card has been
charged.
Your right to use the Service or a specific product is conditional upon our receipt of
payment. If payment cannot be charged to your credit card or if a charge is refunded for
any reason, including chargeback, we reserve the right to immediately, and without notice,
either suspend or terminate your access and account, thereby terminating this Agreement
and all BT obligations hereunder. You are required to pay any amounts still owed to us at
the time your account is suspended or terminated.
In the event you elect to terminate your membership and BT is notified accordingly by
calling 561-208-6906 (extension 703). You shall be entitled to receive, on request, any
refunds available to you. Terminations are not retroactive. If you terminate your
membership after your membership period has begun, you will only be entitled to a refund
for the unexpired portion of that membership period, less any applicable minimum charges.
You may still be obligated to pay for other charges incurred. If you have an outstanding
balance due on any BT account, you hereby agree that BT may charge these unpaid fees to
your credit card.
To review the billing terms of your account, you may email our Customer Service Department.
5. Message Boards and Chat Rooms
BT hosts message boards, chats and other public forums on its Sites. Any user failing to
comply with the terms and conditions of this Agreement may be expelled from and refused
continued access to, the message boards, chats or other public forums in the future. BT or
its designated agents may remove or alter any user-created content at any time for any
reason. Message boards, chats and other public forums are intended to serve as discussion
centers for users and subscribers. Information and content posted within these public
forums may be provided by BT staff, BT's outside contributors, or by users not connected
with BT, some of whom may employ anonymous user names. BT expressly disclaims all
responsibility and endorsement and makes no representation as to the validity of any
opinion, advice, information or statement made or displayed in these forums by third
parties, nor are we responsible for any errors or omissions in such postings, or for
hyperlinks embedded in any messages. Under no circumstances will we, our affiliates,
suppliers or agents be liable for any loss or damage caused by your reliance on
information obtained through these forums. The opinions expressed in these forums are
solely the opinions of the participants, and do not reflect the opinions of BT or any of
its subsidiaries or affiliates.
6. Monitoring
BT has no obligation whatsoever to monitor any of the content or postings on the message
boards, chat rooms or other public forums on the Sites. However, you acknowledge and agree
that we have the absolute right to monitor the same at our sole discretion. In addition,
we reserve the right to alter, edit, refuse to post or remove any postings or content, in
whole or in part, for any reason and to disclose such materials and the circumstances
surrounding their transmission to any third party in order to satisfy any applicable law,
regulation, legal process or governmental request and to protect ourselves, our clients,
sponsors, users and visitors.
Materials posted and/or uploaded to the various public forums may be subject to size and
usage limitations. You are responsible for adhering to such limitations.
7. Third Party Content
In general, the content contained on any of the Sites or Services is supplied by third
parties and users. Accordingly, BT is a distributor (and not a publisher) of such content
and has no more editorial control over such content than does a public library, bookstore,
or newsstand. Any opinions, advice, statements, services, offers, or other information or
content expressed or made available by third parties, including information providers, are
those of the respective authors or distributors, and not BT. Neither BT nor any
third-party provider of information guarantees the accuracy, completeness, or usefulness
of any content. Furthermore, BT neither endorses nor is responsible for the accuracy and
reliability of any opinion, advice, or statement made on any of the Sites or Services by
anyone other than an authorized BT representative while acting in his/her official
capacity.
8. Contests and Games
BT often provides contests and games on its Sites. The rules, regulations and procedures
governing any of the foregoing shall be accessible through a hypertext link prominently
displayed on the web page where the contest or game may be located. By entering or
participating in any of them, you agree to be subject to those rules, regulations and
procedures. Please remember to read the rules carefully before participating.
9. Accounts, Passwords and Security
If any of the Sites or Services require you to open an account, you must complete the
registration process by providing BT with current, complete and accurate information, as
prompted by the applicable registration form. You acknowledge that by providing any
information to BT which is untrue, inaccurate, not current or incomplete, BT reserves the
right to terminate this Agreement and your continued access and use of the Sites and/or
the Services.
As part of the registration process, you will be asked to select a username and password.
You are entirely responsible for maintaining the security and confidentiality of your
account and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES
AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You
agree to notify BT immediately of any unauthorized use of your account or any other breach
of security. BT will not be liable for any loss that you may incur as a result of someone
else using your password or account, either with or without your knowledge. However, you
may be held liable for any losses incurred by BT or another party due to someone else
using your account or password.
10. Disclaimer Regarding Links
The links on any of the Sites and/or Services will let you leave the particular Site or
Service you are accessing in order to access a linked site (the "Linked Sites").
BT provides these links as a convenience, but we neither control nor endorse these Linked
Sites, nor has BT reviewed or approved the content which appears on the Linked Sites. BT
is not responsible for the legality, accuracy or inappropriate nature of any content,
advertising, products or other materials on or available from any Linked Sites. You
acknowledge and agree that BT 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 the use of
any of the links, content, goods or services available on or through the Linked Sites.
11. Dealings with Third Parties
Your participation, correspondence or business dealings with any third party found on or
through our Sites and Services, regarding payment and delivery of specific goods and
services, and any other terms, conditions, representations or warranties associated with
such dealings, are solely between you and such third party. You agree that BT shall not be
responsible or liable for any loss, damage, or other matters of any sort incurred as the
result of such dealings.
12. Proprietary Rights
You acknowledge and agree that the Sites and Services contain proprietary and confidential
information that is protected by applicable intellectual property and other laws, and are
the sole property of BT or its licensors. You further acknowledge and agree that any
content contained in advertisements or information presented to you through advertisers
concerning BT or otherwise is protected by copyrights, trademarks, service marks, patents
or other proprietary rights and laws.
By sending or transmitting to us creative suggestions, ideas, notes, concepts,
information, or other materials (collectively, " Submission Materials") or by
posting such Submission Materials on the Sites, you hereby grant to us and our designees a
worldwide, non-exclusive, sublicensable (through multiple tiers), assignable,
royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple
tiers), create derivative works of, publicly perform, publicly display, digitally perform,
make, have made, sell, offer for sale and import such Submission Materials in any media
now known or hereafter devised, for any purpose whatsoever, commercial or otherwise,
without compensation to you, the provider of the Submission Materials. The foregoing
license to BT shall be fully paid-up and royalty free. In addition, under no circumstances
shall BT have any obligation whatsoever to pay a fee to any subscriber or user in
connection with the Submission Materials upon the occurrence of a transfer of all or any
portion of BT's business through a merger, sale or transfer of all or substantially all of
the assets of BT, nor shall the sale of advertising on any of the Sites give rise to any
obligation to pay a fee to Subscribers.
None of the Submission Materials disclosed or posted via message boards, chats or other
public forums shall be subject to any obligation, whether of confidentiality, attribution,
or otherwise, on BT's part and we shall not be liable for any use or disclosure of any
such Submission Materials.
13. Copyright Policy
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for
copyright owners who believe that material appearing on the Internet infringes their
rights under the U.S. copyright law. If you believe in good faith that materials hosted by
BT infringe your copyright, you, or your agent may send to BT a notice requesting that the
material be removed or access to it be blocked. Any notification by a copyright owner or a
person authorized to act on its behalf that fails to comply with requirements of the DMCA
shall not be considered sufficient notice and shall not be deemed to confer upon BT actual
knowledge of facts or circumstances from which infringing material or acts are evident. If
you believe in good faith that a notice of copyright infringement has been wrongly filed
against you, the DMCA permits you to send to BT a counter-notice. All notices and counter
notices must meet the then current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright
for details.
BT's Copyright Agent for notice of claims of copyright infringement or counter notices can
be reached as follows:
Designated Agent: Morgan Speer, Esquire
Address of Agent: 1800 Australian Avenue, Ste 100, West Palm Beach, FL 33409
Telephone: (561) 655-9478
Fax: (561) 655-9479
E-mail for notice
We suggest that you consult your legal advisor before filing a notice or counter-notice.
Also, be aware that there can be penalties for false claims under the DMCA.
14. Privacy
BT's policy with respect to the collection and use of your personally identifiable
information is set forth at BioTrainer Central's Privacy Policy page.
By accepting these Terms of Service, you acknowledge this policy.
15. Disclaimer of Warranties
THE SITES AND THE SERVICES, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED,
ACCESSED OR OBTAINED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS",
"AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, BT AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY
DISCLAIM THAT: (i) YOUR USE OF THE SITES AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF
THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, (ii) THAT ANY
INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE OR COMPLETE, (iii) THAT DEFECTS WILL BE
CORRECTED, or (iv) THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE SERVICES
AND SITES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE
SITES AND THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED ON OR THROUGH THE SITES
AND SERVICES ARE ENTIRELY AT YOUR OWN RISK.
16. Limitation of Liability
NEITHER BT NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE
RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY
WAY TO (i) THE USE OF OR INABILITY TO USE THE SITES OR THE SERVICES; (ii) ANY CONTENT
CONTAINED ON THE SITES AND/OR THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE
PUBLICLY AVAILABLE ON THE SITES AND/OR THE SERVICES; (iv) ANY PRODUCT OR SERVICE PURCHASED
OR OBTAINED THROUGH THE SITES; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY
INFORMATION AVAILABLE ON THE SITES OR THE SERVICES; (vi) ANY DAMAGE CAUSED BY LOSS OF
ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT
ON THE SITES OR THE SERVICES, or (vii) ANY OTHER MATTER RELATING TO THE SITES AND/OR THE
SERVICES. IN NO EVENT SHALL BT'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES,
AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO,
NEGLIGENCE], STATUTORY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING ANY
OF THE SERVICES OR THE SITES.
17. Professional Advice Disclaimer
BT'S SITES DO NOT PROVIDE MEDICAL OR COUNSELING ADVICE. NOTHING STATED OR POSTED ON ANY
SITES OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE,
THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE
OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY,
PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR
ADVICE. OUR SITES ARE CONTINUALLY UNDER DEVELOPMENT AND BT MAKES NO WARRANTY OF ANY KIND,
IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.
PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY
SPECIFIC INFORMATION, OPINION, ADVICE OR CONTENT.
18. Indemnification
You agree to indemnify, defend, and hold BT and its subsidiaries, affiliates, officers,
directors, agents, co-branders or other partners, employees, and representatives harmless
from and against any and all claims, damages, losses, costs or expenses (including
reasonable attorneys' fees and disbursements) which arise directly or indirectly out of or
from (i) your breach of this Agreement, (ii) any allegation that any materials that you
submit to BT or post on any forums (e.g., message boards, chat rooms) infringe or
otherwise violate the copyright, trade secret, trademark or other intellectual property
rights of a third party, and (iii) your access or use of the Sites and/or the Services.
This Section 18 shall survive in the event this Agreement is terminated for any reason.
19. Jurisdictional Issues
BT makes no representation or warranty that the content and materials on the Sites and/or
the Services are appropriate or available for use in locations outside the United States.
Those who choose to access the Sites or use the Services from other locations do so on
their own initiative and at their own risk, and are responsible for compliance with local
laws, if and to the extent applicable. BT reserves the right, at any time in our sole
discretion, to limit the availability and accessibility of the Sites and/or the Services
to any person, geographic area, or jurisdiction we so desire, and to limit the quantities
of any such Service or products that we provide.
20. Termination
This Agreement shall remain effective until terminated in accordance with its own terms
and conditions. You agree that BT, in its sole discretion, may terminate your password,
account (in whole or in part), or use of the Sites or Services, and remove and discard any
content within the Sites, at any time and for any reason. You agree that any actions taken
under this Section 20 may be effective without prior notice to you. In the event of
termination, however, those Sections in this Agreement which provide for continuing
obligations on your part shall survive indefinitely.
21. Conflict/Dispute Resolution
BT and you (subscriber, the parties) agree that all conflicts between them shall be
completely resolved through mediation. Any and all disputes shall be first dealt with the
parties meeting together and making every reasonable effort, with common goals to resolve
such dispute(s). No more than three meetings shall take place within a (10) ten-day period
(Ten-Day Meeting Period), in order to resolve any dispute(s). If the dispute(s) is not
resolved in these meetings, either party may serve notice to the other, via certified
registered mail of their desire to mediate. The mediation shall be conducted in the state
of Florida in the county of Palm Beach.
The parties desiring the resolution shall choose a Professional Mediation Firm, or
Mediator, to arbitrate the dispute(s), except that neither party shall take depositions,
serve interrogatories or other discovery (except for production of all pertinent
documentation or evidence to be given to the Mediator for the review of the issue(s). All
matters shall be settled at no more than (2) two mediation hearings. Such hearings shall
be conducted and concluded with (30) thirty days after the meetings (Ten-Day Meeting
Period) described above have failed in resolving the dispute(s).
The Mediator will hear the facts of both parties and will then render his or her decision
within (5) five business days after the completion of the mediation hearing. The parties
agree that the Mediator’s decisions shall be binding and the prevailing party shall
be entitled to be paid all fees, including, but not limited to, mediation fees,
attorney’s fees associated with the process of the mediation and the filing of the
decision in a court of law, if any. In the event that the dispute is a monetary dispute,
all amounts awarded by the Mediator shall be paid within seven (7) days after notice of
the Mediator’s decision, including all associated costs, if any. The prevailing party
shall be paid all costs associated with the mediation and any attorney’s and court
filing fees that are applicable in enforcing the decision within seven (7) days after the
parties receive the decision.
In the event that the party receiving the Demand for Mediation refuses to respond to the
Demand For Mediation, for any reason whatsoever, within (15) fifteen days after the (10)
ten-day meeting period has expired, the party unwilling to respond to the Demand for
Mediation shall forfeit their right to mediate and the party who requested the mediation
shall win by default. Such default shall be considered binding and may be filed into a
court of law for judgment. In no event shall either person be required to pay legal fees
that are in excess of $300.00 per hour. This agreement shall be exclusively governed by
the laws of the state of Florida.
The parties further agree that in the event of a conflict, it shall not preclude either
party from continuing to perform their respective responsibilities and duties as provided
in this agreement. Any work-stoppage shall be deemed as a material breach of this
agreement and the party refusing to continue their responsibilities and duties under the
terms of the agreement shall be subject to financial damages.
22. General Information
This Agreement constitutes the entire agreement and understanding between you and BT and
governs your use of the Sites and the Services, superseding any prior agreements between
you and BT. This Agreement and the relationship between you and BT shall be governed by
and construed in accordance with the laws of the State of Florida, without regard to its
conflict of law provisions. You and BT irrevocably agree to submit to the personal and
exclusive jurisdiction of the federal and state courts located within the county of Palm
Beach, in the State of Florida, and waive any jurisdictional, venue, or inconvenient forum
objections to such courts. The failure of BT to exercise or enforce any right or provision
of this Agreement shall not constitute a waiver of such right or provision. If any
provision of this Agreement is found by a court of competent jurisdiction to be unlawful,
void or for any reason unenforceable, then that provision shall be deemed severed herefrom
and shall not affect the validity and enforceability of any remaining provisions. The
section titles in this Agreement are for convenience purposes only and have no legal or
contractual effect. This Agreement is not assignable, transferable or sub-licensable by
you except with our prior written consent. However, we may assign this Agreement to any
third party whom we choose without your consent. No waiver by BT of any breach or default
hereunder shall be deemed a waiver of any preceding or subsequent breach or default.