Club28282 Terms and Conditions of Use Agreement

This is a subscription service. This service costs $9.99 per month for 5 downloads. Love Tips / Insult Service / Beauty Tips Service cost $9.99 per Month. Alerts are received daily. Charges will be billed to your wireless bill or deducted from your prepaid balance. Messaging & Data Rates May Apply. Please check www.club28282.com for phone compatibility. For full terms and conditions please see www.club28282.com. All services are monthly subscription sevices. This service is available for compatible phones. If you phone is not compatible with your selection a similar item may be offered in lieu. Mobile game are only compatible with AT&T, Sprint, T-mobile and Cellular One. Artists names are for informational purposes only. Your monthly subscription will be automatically renewed if not unsubscribed. Unsubscribe at any time by texting ‘stop’ to 28282. You must be 18 years old to sign up. Subscribers under 18 need parental permission to sign up. Unused credits do not rollover to next period. Normal carrier charges (WAP, GPRS, SMS) apply, . Service available for AT&T, Sprint, Verizon Wireless and T-Mobile subscribers only. Not available for prepaid customers. Customer Care Email: Help@club28282.com. Customer Care Number: 1800 351 9078. *Realtones are impersonations performed by professional voice artists. They do not carry the approval or endorsement of the personality impersonated. Subscribers agree to receive 5 marketing messages a month.

1. Description of Service, Acceptance of Terms, Modification

Club28282 (“Company”) provides users (“Users”) of the Club28282 mobile and internet subscription-based mobile content website (the “Site”) with downloadable mobile entertainment content, such as monophonic, polyphonic, realtone, or fun sound ringtones; wallpapers, J2ME games; graphics; news and other information data via the Internet, SMS, Wireless Access Protocol (“WAP”), and other means of mobile content delivery (“Content”) to certain compatible wireless mobile devices (collectively, the “Service”).

This Terms and Conditions of Use Agreement (the “Agreement”) sets out the legally binding terms between you and Company. By using the Service, you are agreeing to this Agreement. Please read these terms and conditions carefully, as they form the agreement between you and Company. If you do not agree to these terms and conditions, you may not use the Service. This Agreement applies to all Users of the Service, including Users who submit any content, information or other materials on the Service. If you choose to use the Service, you will be agreeing to abide by all of the terms and conditions of the Agreement. Company may change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes on the Service.

IF ANY OF THESE RULES ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH RULES, CHANGES, OR MODIFICATIONS.

Company may update, add, change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

In addition, when using particular Company services, you and Company shall be subject to any additional terms, guidelines or rules applicable to such services, which may be posted from time to time. All such additional terms, guidelines and rules are hereby incorporated by reference into this Agreement. Also, Company may offer other services from time to time that are governed by different terms of service.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Company properties, shall be subject to this Agreement.

2. The Service and Fees

To use the Service, you must have: (1) a mobile communications subscription with a participating carrier or otherwise have access to a mobile communications network for which Company makes the Service available, as well as (2) any carrier services necessary to download Content and to pay for any service fees associated with any such access. In addition, you must provide all equipment and software necessary to connect to the Service, including, but not limited to, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Service. In particular, you must ensure that your mobile device is compatible with the Service and is correctly configured to enable SMS (for monophonic ringtones) and download of WAP Content (that is, for polyphonic, realtone, or fun sound ringtones, or for J2ME games). To receive WAP Content, you will need to click on the link found in the SMS sent by Company to commence WAP download. If any upgrade in or to the Service requires changes in your equipment or software, you must effect these changes at your own expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance the current Service, including the release of new products and services, will be subject to the terms and conditions of this Agreement. Company endeavors to provide the Service to prepaid phone service customers, but cannot guarantee compatibility. Please check the Site or contact Company for compatibility details.

Service Plans

The Service, as a subscription service, between you and Company begins when Company, in response to a request, SMS based or otherwise) from you, provides you with access to the Service. Such access may be based on a personal username and password generated for that purpose or on other data that Company deems sufficient for your identification. Subscriptions can be purchased for a term of thirty (30) days (a "Subscription Month"). The subscription Service will be automatically renewed at the end of each Subscription Month, and a new subscription fee will become due for the concerned subscription period. The subscription Service will remain in effect until terminated and/or cancelled by you or the Company according to Section 12 of this Agreement. The Company’s subscription plans includes a certain defined number of tokens that entitle you to download, receive, and/or access that defined number of individual downloads of mobile entertainment content for a monthly flat fee ("Monthly Subscription Fee"). Company offers the Service as a bundle of tokens for a defined number of individual downloads on a renewable subscription basis. The price of the Monthly Subscription Fee is available on the Site. The number of tokens offered in a service plan varies depending on which mobile carrier you use. After entering into your subscription plan, every month Company will transfer download tokens to your account. The provision of tokens and the making available of the possibility to download, receive, and/or access mobile entertainment content is offered for the Monthly Subscription Fee. The Monthly Subscription Fee will be due every month your subscription contract is valid regardless of whether you actually download any content during any particular subscription period; the consideration for the Monthly Subscription Fee will solely be the monthly provision of the right to download, receive, and/or access downloadable mobile entertainment content, in other words the making available of the respective download-, WAP-, and SMS service tokens. The number of tokens for downloads will be reduced by actual downloaded mobile entertainment content, in other words the download of mobile entertainment content is evaluated as redemption of one or more tokens and thereby reduces the total number of downloadable mobile entertainment content you are entitled to download, receive, and/or access during that particular subscription period. If you do not use/redeem all your credits within the Subscription Month, the unused credits will expire at the end of the Subscription Month.

Payment and Billing
You agree to pay your mobile device operator all applicable fees. Unless otherwise indicated, the fees shall be invoiced on your mobile operator’s bill. The fees shall be due immediately and are non-refundable, unless otherwise indicated to you in writing by the Company. Standard messaging charges apply. All fees are subject to change upon notice from the Company to you. Do not register for the Service unless you have read, understand and agree to these terms and conditions. Charges will be billed to your wireless bill or deducted from your prepaid balance.

Refund Policy

A refund may, in Company’s sole discretion, be issued if there is a technical issue that results in an inability of the user to receive their Content. Such issues may include corrupt files, system errors, or other comparable unforeseen difficulties that may arise. If, however, you are using a non-supported phone or a non-participating carrier, if you do not have text messaging and/or Internet enabled on your phone, or if you are dissatisfied with the Content that has been correctly delivered, then YOU SHALL NOT BE ENTITLED TO A REFUND.

Promotions

Company reserves the right to offer certain promotions, from time to time and at its sole discretion. These promotions will be applicable only to new subscribers who subscribe to Service during the periods specified in the promotions. Furthermore, Company reserves the right to withdraw a promotion at any time and without prior notice of any kind. If you accept Service under the terms of a promotion offered by the Company, once the promotion expires, you will automatically be charged the usual Monthly Subscription Fee for the Service, unless you cancel your subscription to the Service before the expiration date provided in the promotion.

Unsubscribing

The Services are billed as subscription fees (there are monthly recurring subscription fees). If you want to unsubscribe from the Service at any time, you can text STOP to 28282, or such other number as may be designated on the Site. You may also unsubscribe via toll-free number at 1-800-351-9078.

Username and Password

If you register for the Service on the Site, you may be required to establish an account and obtain a username and password. You authorize us to process any and all account transactions initiated through the use of your username and password. You are solely responsible for maintaining the confidentiality of your username and password and must immediately notify us of any unauthorized use of your username and password. You acknowledge and agree that you are responsible for any unauthorized activities, charges, and/or liabilities made through the use of your username and password. In no event will Company be liable for the unauthorized use or misuse of your username and/or password. Company may need to change usernames allocated to you in connection with the Service; Company reserves the right to do so and will notify you if this is necessary.

3. Privacy

Your privacy is very important to Company. Please review our Privacy Policy, which also governs your use of the Service, to understand our practices.

4. Intellectual Property

As between you and the Company, the Company is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Service and the Service, including all associated software, logos, text, and graphics. You agree not to use any Company intellectual property without Company’s prior permission.

5. License and Service Access

Company grants you a limited license to access and make personal use of the Site, the Service, and the Content downloaded from the Service. You agree not to download (other than page caching) or modify the Service, or any portion of it, except with express written consent of Company. This license does not include any resale, commercial use or other exploitation of the Content, the Service, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Service is for the personal use of Users only and may not be used for any commercial endeavors except those may be specifically endorsed or approved by the management of Company from time to time. Illegal and/or unauthorized use of the Service or Service, including collecting phone numbers, email addresses or other information about other Users by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Service or other illegal purposes will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in termination of membership privileges. Company will take appropriate legal action for any illegal or unauthorized use of the Service or the Service. The Content, Service, Site, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, content, text, page layout, or form) of Company and our affiliates or other Users without express written consent, except as otherwise provided and made available through the Service or the Service. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company. Any unauthorized use terminates the permission or license granted by Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to Company so long as the link does not portray Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may use the Company logo or other proprietary graphic or trademark of Company as part of the link, subject to Company’s usage requirements and Company’s right to revoke such permission in its sole discretion.

6. Registration and Membership Data

You agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration process (such information being the “Membership Data”) and maintain and promptly update the Membership Data to keep it true, accurate, current and complete. You further agree that Company (that is, ourselves or through third-party service providers) are authorized to verify such Membership Data. If you do not, or Company has reasonable grounds to suspect that you have not, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Site. Membership Data and certain other information about you are subject to our Privacy Policy.

You acknowledge and agree that Company may rely on the Membership Data to send you important information and notices regarding your account and the Service. You acknowledge and agree that Company will have no liability associated with, or arising from, your failure to maintain accurate Membership Data, including, but not limited to, your failure to receive critical information about the Service or your account.

You may also subscribe to the Service without you registering as a user, by: (i) sending a request code for the download of your choice via SMS to our short number 28282 from the mobile device on which you wish to activate the Service, and then (ii) replying with the word "yes" to the confirmation that is sent to your mobile device in response to your initial request. In such case your identification is based on means of identification that Company deem appropriate, such as your mobile telephone number. Company has no means of verifying that the mobile number provided by you is actually your number. Therefore, at the moment of communicating your mobile number, you are representing to us that the mobile number being sent to us is, in fact, a mobile number belonging to you, or that you have the express authorization of the person to whom that number belongs to communicate that number to us in order to subscribe to the Service on behalf of that person. Company will collaborate fully with relevant governmental authorities upon the notification of any abuse of this service by any user, and particularly, any user who communicates a mobile number to us without the authority to do so from the person to whom such mobile number belongs. In these circumstances, Company will provide the relevant governmental authorities with all the information in its possession to identify the person(s) committing or responsible for the abuse.

7. International

You agree to not use the Service or export any portion of the Service in violation of export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.

8. Conduct

a) You agree to abide by the terms of this Agreement, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Service; (ii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (iii) collect or store personal data about other Users; (iv) harass, abuse, or harm another person, or (v) in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.

b) Without limiting other remedies, Company and its affiliates may immediately warn Users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Service to you if: (i) you breach this Agreement or the documents it incorporates by reference; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause financial loss or legal liability for you, us or our Users. Your membership will be terminated and you will be denied access to the Service if you breach this Agreement or any other agreement between you and Company in any way.

c) You are solely responsible for your interactions with other Users of the Service. Company reserves the right, but has no obligation, to monitor disputes between you and other Users.

d) You acknowledge that some of the Content or communications on the Service may be offensive to you or to others who you may expose, deliberately or inadvertently, to the Content or the Service. The Company makes previews of the Content available on the Website, and you agree to be responsible for previewing any Content with which you may be unfamiliar prior to requesting a download of such Content. You agree that you will be solely responsible for any aspect of the Service that you or others might find objectionable.

9. Use & Storage

You acknowledge that Company may establish general practices and limits concerning use of the Service, including without limitation the maximum disk space that will be allotted on Company's servers on your behalf and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You acknowledge that Company reserves the right to cancel accounts that are inactive for an extended period of time. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

10. Third-Party Content, Links and Syndication

Company is not responsible for any third-party content, syndicated content, Services, services, advertisements, and/or links that may be contained in the Service or the Service. The Service may contain links or references to third party websites and mobile Services that are not owned or controlled by Company. Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or mobile Services. Any correspondence, business dealings with, syndication, linking or participation in promotions of third parties found on or through the Service, including payment or delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. Company has no control over third-party websites, mobile Services or resources, and as such, you acknowledge and agree that Company is not responsible for their availability, reliability, or functionality, and does not endorse and is not responsible or liable for any third-party content, Services, services, advertising, products, or other materials on or available from such websites, mobile Services or resources. Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between you and any third parties, or as the result of the presence of such third-party content on the Service or as a result of the failure of such third-party services, Services, or content to function as intended.

12. Termination

Company may terminate this Agreement at any time for any reason. Sections 4, 13, 14, 15, 16, 17, and 18 shall continue in full force and effect upon any termination of this Agreement.

13. Representations & Warranties

a) You represent and warrant that you have the full authority to act on your behalf and on behalf of any and all owners of the mobile number which you are using to access the Service

b) You represent and warrant that you are more than 13 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. In any case, you affirm that you are over the age of 13, as the Site and Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. Notwithstanding the foregoing, payment of Fees for the Services shall be billed in accordance with Section 2 of this Agreement. If you are between 13 and 18, you represent and warrant that you received parental permission both to complete the registration process and to download content to your cell phone. Your membership or access to the Service and Service may be deleted or blocked without warning if it is found that you are misrepresenting your age. Your membership is solely for your personal use, and you shall not authorize others to use your account.

c) You represent and warrant that you shall not act in any manner that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.

d) You represent and warrant that your use of the Service and Service shall be in compliance with any applicable laws, rules and regulations of any governmental authority.

e) You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.

14. Disclaimer

The views expressed on the Service or through the Service are not the views of Company. You acknowledge that any reliance on any opinion, advice, statement, or information available on the Service or the Service is at your sole risk. The Service and the Service contain views, opinions, statements, and recommendations of Users, and Company does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Service or the Service. Company makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Service or the Service and does not warrant that the functions contained on the Service will be uninterrupted or error-free, or that defects will be corrected.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

FURTHER, YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR MOBILE PHONE, MOBILE PHONE SERVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. YOU WILL NOT HOLD COMPANY AND/OR ANY RELATED ENTITIES RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU USING THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY INFECTIONS OR CONTAMINATIONS OF YOUR DEVICES YOU USE TO ACCESS THE SAME.

15. Indemnification, Limited Liability

a) You hereby indemnify and hold harmless, and upon Company’s request, defend, Company its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any User Content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Company’s or any User’s use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that Company attempts to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company shall have the right, at its expense, to participate in the defense thereof under your direction.

b) EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 15(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

16. Applicable Law

This Agreement and the relationship between you and Company shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within the State and County of New York.

17. Notice

Company will provide notices of changes to this Agreement or the Privacy Policy by displaying notices or links to notices to you generally on the Service. Except as explicitly stated otherwise, any notices to Company shall be sent by certified mail, return receipt requested, to:

Club 28282
64 Mulgrave Street
Dun Laoghaire
Co. Dublin
Ireland
Attn: Legal Department


Notice shall be deemed given three (3) days after the date of mailing.

18. General

a)      This Agreement along with the Privacy Policy and Subscription Agreement and any additional terms, rules or regulations posted on the Service constitute the entire agreement between you and Company and govern your use of the Service, superceding any prior agreements between you and Company. You also may be subject to additional terms and conditions, including the terms of use of your mobile carrier, that may apply when you use affiliate services, third-party content or third-party software.

b)      You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

c)      The section titles in this Agreement are for convenience only and have no legal or contractual effect.

d)      Disclosure and Other Communication. We reserve the right to send you messages through the Service, for the purpose of informing you of issues, changes or additions to the Service. We reserve the right to disclose information about your usage of the Service and demographics in forms that do not reveal your personal identity. Company shall serve notices related to this contract by posting them on the Website or by sending them to the postal address or e-mail address you have given to Company or as a text message to your mobile telephone number associated with your account. Notices posted on the Website or sent by e-mail or as a text message shall be deemed received on the weekday following the day when they were posted or sent.

e)      Severability. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible, consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.

f)        Entire Agreement. You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.

g)      Assignment and Resale. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. You agree not to resell the Service or any portion thereof.

h)      Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Company. The remedies of Company under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.