provides this website and all site-related services (collectively, the “Site”) subject to your compliance with the terms and conditions set forth in this agreement (the “Agreement”). This Agreement governs the relationship between FEI and you, the Site visitor and/or member (“you”, “your”), with respect to your use of the Site. It is important that you read carefully and understand the terms and conditions of this Agreement.
By using or attempting to use the Site, you certify that you are a resident of the United States and are at least 13 years of age or, if under the age of 13, you have the consent of your parent or guardian (over the age of 18) to use the Site. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately.
We reserve the right at any time to:
- Change the terms and conditions of this Agreement;
- Change the Site, including eliminating or discontinuing any content on or feature of the Site; or
- Change any fees or charges for use of the Site.
Any changes we make will be effective immediately upon notice, which we may provide by means including, without limitation, posting a revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the “Last Updated” legend at the top of this Agreement. Your continued use of the Site after such notice will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.
As part of the registration process, you will be asked to select a username and password. We may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. Your user name and password are personal to you. You will be responsible for the confidentiality and use of your username and password, and for any and all activities (including purchases, as applicable) that are conducted through your account, and agree not to transfer or resell your use of or access to the Site to any third party. We are not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. If you have reason to believe that your account with us is no longer secure, you must promptly change your password by visiting www.feldentertainment.com and immediately notify us of the problem by emailing us at [email protected].
- Restrict or inhibit any other visitor or member from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
- Use the Site or Materials for any unlawful purpose;
- Express or imply that any statements you make are endorsed by us, without our prior written consent;
- Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us),
- Engage in spamming or flooding;
- Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
- Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;
- Remove any copyright, trademark or other proprietary rights notices contained in the Site;
- “Frame” or “mirror” any part of the Site without our prior written authorization;
- Link to any page of or content on the Site other than the URL located at http://www.feldentertainment.com;
- Use any robot, spider, offline reader, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents without our prior written consent. Notwithstanding the foregoing, FEI 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. FEI reserves the right to revoke these exceptions either generally or in specific cases;
- Harvest or collect information about Site visitors or members without their express consent;
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
- Access, reload or “refresh” transactional event or ticketing pages, or make any other request to transactional servers, more than once during any three-second interval;
- Request more than 1,000 pages of the Site in any twenty-four hour period, whether alone or acting in concert with a group of individuals; or
- Use any passcode or password, regardless of whether or not such password or passcode is unique, to participate in a presale or other offer on the Site if you are not the original recipient of such passcode or password (i.e., if you did not receive the passcode or password from FEI, or from the fan club or other organization with whom FEI is working to enable such presale or offer) or if your participation in such presale or other offer is inconsistent with such presale’s or offer’s terms.
While using the Site, you agree to comply with all applicable laws, rules and regulations.
The Site, including all Site software, databases, proprietary information and Materials (and any intellectual property and other rights relating thereto) including, without limitation, the selection, sequence and “look and feel” and arrangement of items, is owned and operated by FEI in conjunction with others pursuant to contractual arrangements, and will remain the property of FEI and its licensors and suppliers. The Site is protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. You further acknowledge that you do not acquire any ownership rights by using the Site or the Materials.
The trademarks, logos, and service marks displayed on the Site (collectively the “Trademarks“) are the registered and unregistered trademarks of FEI or its affiliates, licensors or suppliers, and others. The Trademarks owned by FEI or its affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not offered by FEI, in any manner that is likely to cause confusion with customers, or in any manner that disparages FEI. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of FEI, FEI’s licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and FEI will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
Descriptions or images of, or references to, products or services on the Site do not imply FEI’s endorsement of such products or services. We reserve the right, without prior notification, to change such descriptions or references; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all Transaction(s); to limit the order quantity on any product or service; and/or to refuse to provide any user with any product or service. Verification of information applicable to a purchase may be required prior to FEI’s acceptance of any order. Price and availability of any product or service are subject to change without notice. Refunds and exchanges will be subject to FEI?s refund and exchange policies then in effect.
In addition, portions of the Materials have been contributed to the Site by various artists, athletes and other persons. The inclusion of such information does not indicate any approval or endorsement thereof, and FEI expressly disclaims any liability with respect to the foregoing.
6.Forums and Submissions. Please note that we and our designees host message boards, blog feeds and other forums found on the Site (collectively, the “Forums”), and you may have the ability to provide or upload to FEI creative suggestions, ideas, notes, concepts, information, content, audio recordings, videos, photographs, graphics, artwork or other copyrighted works and materials (collectively, “Submissions”). By sending or transmitting Submissions to us, or by posting such Submissions to any area of the Site, you grant us and our designees a perpetual, worldwide, non-exclusive, unlimited, transferable, sublicenseable (through multiple tiers), assignable, royalty-free, irrevocable right and license to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, display (publicly or otherwise), store, digitally perform, publish (on the Site, on any other website(s), in print, radio, television or elsewhere), make, have made, sell, offer for sale, import and commercialize each Submission, or any portion thereof, in any manner and context (including but not limited to usage in commercial, advertising or promotional materials), now known or in the future discovered, in FEI’s sole discretion, in any way, in any and all media now known or hereinafter discovered, without limitation and without any compensation or acknowledgment to you or any third party. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions. If FEI does decide, in its sole discretion, to attribute a Submission to you, you hereby grant FEI the right to use your member name with respect to such attribution, and waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your member name.
You further acknowledge that FEI (a) is under no obligation to post, display or otherwise use any Submission, and (b) has no obligation whatsoever to pay you any royalty or other amounts on any revenues or other consideration that FEI receives directly or indirectly from the use or display of your Submission or otherwise from the exercise of FEI’s rights granted under this Agreement. You hereby agree not to instigate, support, maintain, or authorize any action, claim, or lawsuit against FEI or its owners/operators, affiliates, and/or licensors, or any other person, on the grounds that any use of a Submission, or any derivative works thereof, infringe any of your rights as creator of the Submission, including, without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights or “droit moral.”
Information on our Forums may be provided by our staff and other contributors, some of whom use anonymous screen names and are people not otherwise connected with FEI. You acknowledge that a large volume of information is available in our Forums and that people participating in such Forums occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, offensive, indecent, objectionable, obscene, threatening, harassing or encourages any such conduct, or that otherwise violate any of the Codes of Conduct, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against FEI with respect thereto. We neither endorse nor are responsible for such messages or statements, or for any opinion, advice, information or other utterance made or displayed on the Site or Forums by third parties, whether such third parties are visitors to the Site, members of the FEI community or others. The opinions expressed in the Forums reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of FEI. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will we or our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site. If notified by a user of a Submission that allegedly does not conform to this Agreement, FEI may in its sole discretion investigate the allegation and determine in good faith and in its sole discretion whether to remove the Submission.
Subject to the rights and licenses you grant to FEI under this Agreement, you retain all rights to the ownership and use of your Submissions. By submitting a Submission you certify that either (i) you are eighteen (18) years old or are an emancipated minor and have the right to submit the Submission and grant the licenses provided hereunder, or (ii) you have obtained your parent’s or legal guardian’s express consent to submit the Submission and to grant the licenses provided hereunder.
You shall be solely responsible for your own Submissions and the consequences of posting or publishing them. In connection with Submissions, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to the Submissions and to grant the rights and licenses to FEI under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights in and to any and all Submissions in the manner contemplated by the Site and this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submission to use the name or likeness of such person in the manner contemplated by the Site and this Agreement or, if such persons are minors, the written consent, release, and/or permission of such minor?s parent or legal guardian.
We have no obligation to monitor the Site, the Forums, or any Submissions that you or other third parties transmit or post on the Site or the Forums. You acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the Forums and the Submissions that you transmit or post; to alter or remove any such Submissions (including, without limitation, any posting to a Forum); to disclose such Submissions and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors and our members and visitors; and to comply with legal obligations or governmental requests.
YOU AGREE THAT YOUR USE OF OTHER INTERNET WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to General Counsel, Feld Entertainment, Inc., 8607 Westwood Center Drive, Vienna, VA22182, (703-448-4000). 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.
9. Access By Minors. FEI cannot prohibit minors from visiting this site. FEI must rely on parents, guardians and those responsible for supervising children under 13 to decide which materials are appropriate for such children to view and/or purchase. Pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two websites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that FEI does not endorse any of the products or services listed at such websites.
10.Access from Outside the United States. The Site is solely directed to individuals residing in the United States. We make no representation that Materials available on or through the Site are appropriate or available for use in other locations. Those who choose to access the Site 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 local laws are applicable.
We reserve the right to limit the availability of the Site and/or the provision of any service, program, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, film or other product that we provide.
12.Mobile Messaging. Billing / Pricing: You will only receive FEI text alerts when you request them by entering a mobile promotion, which includes, without limitation, any contest, sweepstakes, or offer for products sponsored by FEI or its affiliates. Standard/other text messaging rates apply, according to your individual rate plan provided by your wireless carrier. Check with your wireless carrier or review the terms of your wireless plan for details. Under no circumstances will FEI or its affiliates be responsible for any text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number as a result of a promotion.
- Supported Carriers: The following carriers are supported for FEI text alerts: Alltel, Boost Mobile, AT&T Wireless, Cell One, Sprint/Nextel, T-Mobile, US Cellular, Verizon Wireless, and Virgin Mobile. Pre-paid phones or calling plans may not be supported. The foregoing carriers are supported within the United States and may be supported in Canada.
- Frequency of Messages: Depending on program, we anticipate that you may receive an average of up to 2 text alerts per week. You may receive more alerts if the program is surrounding a specific one time event or festival. FEI is CAN-SPAM compliant. You can opt out of any future text alerts, if any, after receiving a text alert by replying with the text “STOP” to such text alert or sending the text “STOP” to the shortcode. If you text “STOP” to the shortcode, you will not receive important text messages including advance notice of ticket sales for any future events. We will make every attempt to remove your phone number from the FEI text database as soon as possible, but please allow up to seven (7) days. If your carrier does not permit text alerts, you may not receive the FEI text alerts.
- Termination: You understand, acknowledge and agree that FEI may, at its sole discretion and without liability to you, terminate its offer of text alerts at any time without advance notice. FEI may provide notices of termination or changes in services on this website.
14.Disclaimers. THE SITE, THE MATERIALS ON THE SITE, AND ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FEI AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE MATERIALS, AND ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. FEI AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF FEI OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. FEI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND FEI WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.
The Site, Materials or Forums could include inaccuracies or errors, or information or materials that violate this Agreement (specifically, the Code of Conduct above). Additionally, unauthorized alterations could be made by third parties to the Site, Materials or Forums. Although we attempt to ensure the integrity of the Site, we make no guarantees as to the Site’s completeness or correctness. In the event that a situation arises in which the Site’s completeness or correctness is in question, please contact us at [email protected] with, if possible, a description of the material to be checked and the location (URL) where such material can be found on the Site, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on “Claims of Copyright Infringement,” above.
15. Limitation of Liability. NEITHER FEINOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE OR WILL BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT FEISHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) ANY FAILURE OF ANOTHER USER TO THE SITE TO CONFORM TO THE CODES OF CONDUCT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, INCLUDING ANY CLAIM, CAUSE OF ACTION, OBLIGATION, LIABILITY, RIGHT, OR REMEDY WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF FEI, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, (IV) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, (V) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY MATERIALS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SITE, AND/OR (VI) ANY LOST, STOLEN OR DAMAGED TICKETS, OR THE FAILURE OF A VENUE TO HONOR A TICKET. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR MATERIALS OR ANY LINKED SITE IS TO STOP USING THE SITE, MATERIALS, OR LINKED SITE, AS APPLICABLE. THE MAXIMUM LIABILITY OF FEI, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES SUFFERED BY YOU AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
16. Indemnification. You agree to indemnify, defend and hold FEI, its affiliates, licensors, suppliers, advertisers and sponsors, and their respective directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct, above; (b) any allegation that any Submissions or other materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Site.
17. Questions. The Site is provided by Feld Entertainment, Inc. If you have any questions, comments or complaints regarding this Agreement or the Site, feel free to contact us at 2001 US Highway 301, Palmetto, FL 34221, (703) 448-4000 or [email protected].
18. Notice for California Users. Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
19.Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in Fairfax County, Virginia, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. This Agreement is not assignable, transferable or sublicenseable by you except with FEI’s prior written consent. FEI may freely assign or otherwise transfer this Agreement without your consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.