SpherePlay Standard Terms and Conditions

for Publishers

 

Last Release: July 18th, 2018

 

Parties

  • VIMERSIV Inc. d/b/a SpherePlay (the SpherePlay, we or our).
  • Publisher

Recitals

  • These Standard Terms and Conditions for Publishers (the Terms) and the Order Form and (together, this Agreement) outline how SpherePlay Inc. (SpherePlay, we or our) and Publisher (the parties) will work together to:
    • make advertising formats that have been developed by SpherePlay (Advertising Formats) compatible with, and capable of being displayed on, Publisher websites; and/or
    • make available Inventory for purchase by Buyers via the SpherePlay Marketplace, as applicable (the Services).
  • In this Agreement, Publisher refers to you (Company) in your own right, and (if noted in the Order Form) as agent for the Other Organisations. If you are entering into this Agreement on behalf of an entity or organisation, you represent and warrant that you have the full authority as at the time of entering into this Agreement to bind that entity or organisation to this Agreement. You will provide evidence of such authority on request to SpherePlay.
  • By executing an Order Form, Publisher agrees to be bound by this Agreement. If Publisher does not agree with this Agreement, it may not use any products or services offered by SpherePlay.

It is agreed as follows.

  1. Contract Administration
    1. The terms of engagement in relation to the applicable Services shall be set out in an order form which shall be executed by both SpherePlay and Company (the Order Form).
    2. Upon its execution by both parties, the Order Form will incorporate these Terms and take effect as a separate agreement.
    3. Unless otherwise agreed by the parties in writing, each Order Form must be executed prior to the commencement of performance of either party’s obligations under the Order Form. Once executed, each party must perform its obligations in accordance with this Agreement.
    4. In the event of any inconsistency between the provisions of this Agreement, the item higher in the following order of precedence will prevail:
      1. the special notes or instructions (if any) set out in the applicable Order Form;
      2. the remaining provisions of the applicable Order Form; and
      3. these Terms.
  2. Term
    1. This Agreement commences on the date that Company executes the Order Form (the Commencement Date) and will continue until terminated in accordance with this Agreement (the Term).
  3. Website Compatibility Terms
    1. Website compatibility
      1. The parties agree to work together, in good faith and in accordance with this Agreement, to make the Advertising Formats compatible with Publisher Websites.
      2. From the date that the Advertising Formats are compatible with a Publisher Website, that Publisher Website will be deemed to be a Certified Website.
      3. On or before the Commencement Date, each party agrees to provide to the other party (the Recipient) a copy of, or access to, the Materials that Recipient requires to fulfil its obligations and exercise its rights under this Agreement, including in the case of Publisher, all relevant details of Publisher Websites.
    2. Certified Websites
      1. Publisher must notify SpherePlay in writing at least 30 days in advance (or where that is not possible, as soon as practicable after becoming aware), of any change or update in relation to a Publisher Website or Certified Website which has, or may have, an adverse effect on:
        1. SpherePlay’s ability to comply with its obligations under this Agreement and to facilitate the compatibility of, or otherwise display advertisements in or using, the Advertising Formats with Publisher Websites (including Certified Websites); or
        2. a third party’s ability to advertise on a Certified Website using the Advertising Formats, (a Change).
      2. The parties acknowledge and agree that enabling the compatibility of Publisher Website may not be possible or practicable in some circumstances, and that SpherePlay shall accept no liability or responsibility for any incompatibility that arises from a Change.
      3. Publisher acknowledges and agrees that SpherePlay may notify its customers and prospective customers of the Certified Websites, including any Change to the Certified Websites that may affect the customer’s use of the Advertising Formats.
    3. Advertising Format disclaimer
      1. Publisher acknowledges and agrees that, to the extent permitted by Law:
        1. SpherePlay does not represent or warrant that the Advertising Formats will be compatible with any Publisher Website that undergoes a Change after the Commencement Date, or any website that is not a Certified Website; and
        2. SpherePlay disclaims any and all liability in relation to the content and display of any Advertisement, or the use by Publisher or a third party of any Advertising Format (including any Customisation of any Advertising Format) in relation to any Publisher Website.
  4. SpherePlay Marketplace Terms
    1. General
      1. This clause 4 only applies where Publisher is identified as a Marketplace Seller in the applicable Order Form.
      2. Without limiting clause 9, if Publisher no longer wishes to be a Marketplace Seller it must give SpherePlay 60 days’ notice after which this clause 4 will no longer apply. If Publisher subsequently wishes to become a Marketplace Seller again, it must complete a new Order Form and form a new Agreement with SpherePlay.
    2. SpherePlay Marketplace
      1. Publisher wishes to join the SpherePlay Marketplace in order to enable it to promote the availability of its Inventory to, and for purchase by, Buyers via the SpherePlay Marketplace.
      2. Publisher must not:
        1. seek to list;
        2. request that SpherePlay include any Inventory Listing for; or
        3. provide or otherwise make available Inventory Characteristics to SpherePlay in respect of, any Inventory via the SpherePlay Marketplace that does not satisfy the Inventory Eligibility Requirements.
      3. Where Publisher wishes to promote the availability of its Inventory to, and for purchase by, Buyers via the SpherePlay Marketplace, Publisher will make available the relevant Inventory Characteristics to SpherePlay for listing in the SpherePlay Marketplace via the mechanism, and in the format, specified to Publisher by SpherePlay from time to time.
      4. Publisher acknowledges and agrees that:
        1. SpherePlay will develop, and advertise via the SpherePlay Marketplace, Inventory Listings which include the Inventory Characteristics provided to SpherePlay in accordance with clause 4.B(iii); and
        2. all rights, title and interest (including all Intellectual Property Rights) in and to the Inventory Listings (including any improvements thereto), immediately vest in SpherePlay on creation.
      5. Publisher acknowledges and agrees that SpherePlay may remove (or amend) Inventory Listings from (or on) the SpherePlay Marketplace at any time at its absolute discretion and will not be liable to Publisher for taking such action.
      6. Publisher acknowledges and agrees that it will not list, or cause SpherePlay to list, Inventory on the SpherePlay Marketplace which is not available to be purchased by a Buyer.
    3. Appointment and grant of licence
      1. Publisher grants to SpherePlay a worldwide, royalty-free, non-exclusive, non-transferable right and licence for the Term to:
        1. use, adapt, modify, reproduce, reformat, transform and process Inventory Characteristics to create Inventory Listings;
        2. offer the Inventory the subject of Inventory Listings for sale to Buyers via the SpherePlay Marketplace; and
        3. use, reproduce and display Publisher’s Brand Marks for the purpose of advertising the Inventory Listings,
        4. and to otherwise perform the obligations and exercise the rights granted under this Agreement in accordance with this Agreement.
      2. SpherePlay makes no representations as to whether any Buyers will purchase any Inventory or the number of Buyers to which it will sell the Inventory.
    4. Key marketplace requirements
      1. SpherePlay will use reasonable endeavours to notify each Buyer of Inventory that it needs to comply with the Buyer Eligibility Requirements.
      2. Publisher represents and warrants that:
        1. the Inventory to which the Inventory Characteristics relate exist and meet the Inventory Eligibility Requirements;
        2. any information that Publisher provides to SpherePlay, including Inventory Characteristics, is accurate and correct and not misleading or deceptive at the time the information is provided; and
        3. it will immediately notify SpherePlay if circumstances change with respect to any of the warranties given in this clause 4.D(ii).
      3. Publisher represents and warrants that any Inventory the subject of any Inventory Characteristics provided to SpherePlay in accordance with clause 4.B(iii) or any Inventory Listing, will continue to meet the Inventory Eligibility Requirements while the Inventory is being listed. Without limiting the foregoing, Publisher must immediately notify SpherePlay upon becoming aware of any failure of such Inventory to continue to meet the Inventory Eligibility Requirements.
    5. Fees
      1. During the Term, SpherePlay must pay to Publisher the Fees, as set out in the applicable Order Form.
  5. Intellectual Property Rights
    1. The parties acknowledge and agree that all rights, title and interest (including all Intellectual Property Rights) in and to the:
      1. Publisher Materials (including any improvements thereto) will at all times remain owned by Publisher or its licensors;
      2. SpherePlay Materials (including any improvements thereto) will at all times remain owned by SpherePlay or its licensors.
    2. Each party grants to the other party a worldwide, non-exclusive, non-transferable licence to use its Materials as required to the extent necessary to fulfil its obligations or exercise its rights under this Agreement.
    3. Each party acknowledges the other party’s right, title and interest in and to its Brand Marks and agrees that any and all use of the other party’s Brand Marks in connection with this Agreement will inure to the benefit, and be on behalf, of the other party.
  6. Confidential Information
    1. Subject to clause 6.B, a party must not disclose to a third party, or use for a purpose other than as contemplated by this Agreement, any information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement (Confidential Information).
    2. A party may only disclose Confidential Information:
      1. with the prior written consent of the other party;
      2. to persons which control or are controlled by the party within the meaning of the Corporations Act 2001 (Cth), and the employees, legal advisors, insurers or consultants of such persons, where such persons are under corresponding obligations of confidence as imposed by this clause;
      3. in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement;
      4. in accordance with clause 3.B(iii) of this Agreement;
      5. if required under a binding order of a governmental agency (being any government or any governmental, semi-governmental or judicial entity or authority, self-regulatory organisation established under statute or any stock exchange) or under a procedure for discovery in any proceedings; or
      6. if required under any Law or any administrative guideline, directive, request or policy whether or not having the force of law; or
      7. that is public knowledge (other than through breach of these confidentiality obligations).
  7. Privacy
    1. Each party must:
      1. comply with all Privacy Laws in respect of any Personal Information;
      2. only use Personal Information:
        1. where it is necessary for providing or receiving the Services; and
        2. for the purpose of providing or receiving the Services;
      3. take all necessary technical and organisational measures to prevent
        1. unauthorised or unlawful use or disclosure of; and
        2. accidental loss or destruction of, or damage to, the Personal Information;
      4. subject to the Privacy Laws and consents obtained from the relevant individuals:
        1. treat the Personal Information as Confidential Information; and
        2. destroy or permanently de-identify the Personal Information if that information is no longer needed to perform the obligations under this Agreement or is no longer required by law to retain that Personal Information;
      5. take reasonable steps, when requested by another party from time to time, to assist that party to comply with its obligations under the Privacy Laws and any privacy statements, notices or policies issued by it;
      6. notify the other party immediately if it becomes aware of a breach, or a suspected or possible breach, by the party of any of its obligations under this clause 7; and
      7. notify the other party as soon as it becomes aware of, or suspects that there has been, any unauthorised access to, any unauthorised disclosure or alteration of or any accidental or unlawful destruction or loss of Personal Information provided to it by the other party.
    2. Without limiting clause 7(A), the Publisher:
      1. acknowledges receiving the collection notices referred to in the Order Form(s) and agrees to provide a copy of the relevant collection notice relating to SpherePlay’s collection of Personal Information to each individual whose Personal Information the Publisher provides to SpherePlay;
      2. represents and warrants to SpherePlay that that the Publisher has made all necessary disclosures (including at the time of collection of any personal information) and obtained all necessary consents or permissions in respect of any personal information disclosed to SpherePlay for the purpose of SpherePlay performing the Services; and
      3. indemnifies SpherePlay against any loss, cost, damage or expense arising out of or in connection with a breach by the Publisher of the warranty given in clause 7.B(ii) or a failure by the Publisher to comply with clause 7.B(i).
  8. TAX
    1. Unless otherwise stated, all amounts referred to in these Terms, including the Fees, are stated on a TAX exclusive basis.
    2. If TAX is payable, or notionally payable, on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of TAX payable, or notionally payable, on that supply (the TAX Amount). Subject to the prior receipt of a tax invoice, the TAX Amount is payable at the same time that the other consideration for the supply is provided. If a tax invoice is not received prior to the provision of that other consideration, the TAX Amount is payable within 10 days of the receipt of a tax invoice. This clause does not apply to the extent that the consideration for the supply is expressly stated to be TAX inclusive or the supply is subject to reverse charge.
    3. Where any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it shall be reduced by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability.
    4. If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the TAX Amount will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
    5. This clause will not merge upon completion and will continue to apply after expiration or termination of this Agreement.
    6. If a supply made under or in connection with this Agreement is subject to some non-Canadian tax that is equivalent to TAX (Sales Tax), then this clause 8 should, to the extent possible, be read to apply to that Sales Tax, such that references in this clause to TAX should be taken to refer to that Sales Tax, and other expressions in this clause with a specific meaning within the TAX law should be taken, to the extent possible, to have a corresponding meaning in relation to that Sales Tax.
  9. Termination
    1. Either party may terminate this Agreement for any reason and without incurring liability to the other party at any time by giving at least 60 days prior written notice to the other party.
    2. Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if the other party:
      1. experiences an Insolvency Event;
      2. fails to comply with any applicable Laws;
      3. fails to comply with its obligations set out in clause 6 (Confidential Information); or
      4. fails to comply with its obligations set out in clause 7 (Privacy).
    3. Without limiting any other provision of this Agreement, clauses 5 (Intellectual Property Rights), 6 (Confidential Information), this clause 9(c), 11 (Disclaimer) and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiration of this Agreement for any reason.
  10. Warranties
    1. Each party represents and warrants that:
      1. it has full power, authority and legal capacity to enter into this Agreement and perform its obligations under this Agreement;
      2. execution and performance of this Agreement will not result in a breach of any terms or conditions of any instrument or agreement to which it is a party; and
      3. it has and shall obtain and maintain all Intellectual Property Rights and licences, clearances, permissions, certificates, permits, authorities, declarations, exemptions, waivers, approvals or consents (Consents) applicable or necessary in order to perform its obligations under this Agreement.
  11. Disclaimer
    1. Publisher acknowledges and agrees that, to the extent permitted by Law:
      1. the SpherePlay Materials are made available “as is” and SpherePlay makes no warranties or representations about the SpherePlay Materials, including but not limited to warranties or representations that they will be accurate, current, reliable, timely, available, complete or of a certain quality; and
      2. all warranties, representations or endorsements, express or implied, with regard to the SpherePlay Materials, including all implied warranties of merchantability, fitness for a particular purpose, or non-infringement are excluded from this Agreement.
  12. Limitation of liability
    1. To the extent permitted by Law, and subject to clause 12(c), in no event will the aggregate liability in respect of either party for any Loss, direct or otherwise, exceed $100,000 (Canadian dollars), regardless of the cause or form of action. The limitation of liability under this clause 12(a) is cumulative and not per incident or claim.
    2. To the extent permitted by Law, under no circumstances will either party be liable for any Consequential Loss.
    3. Clause 12.A does not apply to, and shall not limit, any party’s liability for death or personal injury caused by that party or its personnel (including its employee, contractor, agent, or other person under the party’s direct or indirect control and includes any sub-contractors), or for fraud (including fraudulent misrepresentation).
  13. Dispute resolution
    1. Neither party may commence any court or arbitration proceedings relating to a dispute or difference arising in connection with this Agreement (Dispute) unless it has complied with the provisions of this clause 13, except to seek urgent interlocutory relief.
    2. A party claiming that a Dispute has arisen must promptly notify the other party in writing by giving details of the Dispute. The parties must use reasonable endeavours to resolve any Dispute by escalating the Dispute to their respective managing directors or similar persons and ensuring that its representatives use reasonable efforts to resolve the Dispute.
    3. If the parties are unable to resolve the Dispute in accordance with clause 13(b) within 20 business days from the date of notification, either party may immediately refer the Dispute to mediation and the parties will use reasonable endeavours to resolve the Dispute following the ACDC Guidelines, or other mediation guidelines as agreed between the parties in writing from time to time. Each party must bear its own costs in relation to complying with this clause 13(c), except for the costs and expenses of the mediation, which will be borne by the parties equally.
  14. Notices
    1. Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
      1. must be in writing and signed by the sender or a person duly authorised by the sender;
      2. must be addressed and delivered to the other party’s representative (as specified in the Order Form or as notified to the other party in writing); and
      3. will be conclusively taken to be duly given or made when delivered, received or left at the specified representative’s address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place.
  15. General
    1. Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement.
    2. This Agreement (which includes the Order Form and these Terms) contains the entire agreement between the parties with respect to its subject matter. It sets out the only conduct, representations, warranties, covenants, conditions, agreements or understandings relied on by the parties and supersedes all earlier conduct by or between the parties in connection with its subject matter. Neither party has relied on or is relying on any other conduct in entering into this Agreement.
    3. This Agreement may be amended only by the written consent of both parties.
    4. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.
    5. Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
    6. This Agreement and, to the extent permitted by Law, all related matters including non-contractual matters, are governed by the laws of the Province of Quebec applying there. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there and waives any right to object to the venue on any ground.
    7. This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agreement.
  16. Other Organisations
    1. This clause 16 applies only where Company enters into this Agreement as agent for an Other Organisation, as specified in the Order Form.
    2. Company acknowledges and agrees that it is entering into this Agreement on behalf of itself and the Other Organisations.
    3. Company represents and warrant that it has the full authority as at the time of entering into this Agreement to bind each Other Organisation to this Agreement.
    4. Company agrees that, on SpherePlay’s request, it will provide evidence of the authority specified in clause 16(c).
  17. Definitions
    1. The following definitions apply to this Agreement unless the context requires otherwise.
      1. Advertisement means an advertisement that is displayed in or using the Advertising Formats.
      2. Advertising Formats means the formats for Advertisements that have been developed by SpherePlay.
      3. Brand Marks in relation to a party, means its brands, trademarks, designs, logos or names.
      4. Buyer means a prospective buyer of advertising inventory that may purchase Inventory on the SpherePlay Marketplace.
      5. Buyer Eligibility Requirements means:
        1. the requirement that Buyer, in relation to the relevant Inventory, must not:
          1. display any Advertisement that is defamatory, indecent, obscene, threatening, harassing, discriminating in breach of confidentiality or otherwise objectionable;
          2. provide any Advertisement that contains any virus, Trojan horse, malicious code or any other damaging component; or
          3. provide any Advertisement which contains any information or content that is illegal or contrary to an applicable industry code or standard;
        2. such other reasonable requirements in relation to Buyers of their Inventory as notified to SpherePlay by Publisher from time to time; or
        3. such other eligibility requirements notified by SpherePlay to Publisher from time to time.
      6. Certified Website means those sites, sections or page types of a Publisher Website which have been certified and approved by both the Publisher and the SpherePlay as being compatible with the Advertising Formats.
      7. Change has the meaning given in clause 3.B(i).
      8. Consequential Loss means:
        1. loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business; or
        2. any loss, not arising naturally (that is according to the usual course of things), from the relevant breach, whether or not such loss is reasonably supposed to have been in the contemplation of both parties, at the time they made this Agreement, as the probable result of the relevant breach.
      9. Customisation means any modification by Publisher or a third party to the appearance of an Advertising Format. For the avoidance of doubt, Customisation does not include any configuration or amendment to the source code on which the Advertising Formats operate.
      10. Fees has the meaning given in the Order Form.
      11. GDPR means the General Data Protection Regulation (EU) 2016/679 as in force in the European Union from 25 May 2018.
      12. Insolvency Event means where:
        1. a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
        2. a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
        3. a party becomes or is (including under legislation) deemed or presumed to be insolvent;
        4. a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
        5. any composition or arrangement is made with any one or more classes of its creditors;
        6. except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
        7. a party enters into liquidation whether compulsorily or voluntarily; or
        8. any analogous or comparable event takes place in any jurisdiction.
      13. Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semi-conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
      14. Inventory means Publisher’s inventory of advertising space that it wishes to make available for purchase by Buyers via the SpherePlay Marketplace.
      15. Inventory Characteristics means the specifications of the Inventory including the placement location on the Certified Website, any targeting capabilities, the duration of the Inventory  vailability and any other characteristics notified by SpherePlay to Publisher from time to time.
      16. Inventory Eligibility Requirements means:
        1. the requirement that the Inventory must not generate or cause the logging of fraudulent or otherwise misleading or inaccurate impression statistics. For the avoidance of doubt and without limiting the foregoing, any impression that is logged, must at a minimum be generated by direct interaction with a human; and
        2. such other requirements as are notified by SpherePlay to Publisher from time to time.
      17. Inventory Listing means a listing advertising the sale of Inventory.
      18. Law means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct, writs, orders, injunctions and judgments.
      19. Materials means the SpherePlay Materials and/or the Publisher Materials, as applicable.
      20. Other Organisation means any other organisation on whose behalf Company is entering into this Agreement, as detailed in the Order Form.
      21. Personal Information means “personal information” as defined in the Privacy Act 1988 (Cth), “personal data” as defined in the GDPR, and any other information relating to individuals that is subject to the operation of the Privacy Laws that either party has collected, received or otherwise has access to in connection with this Agreement.
      22. SpherePlay Marketplace means SpherePlay’s marketplace platform which enables buyers and sellers to trade advertising inventory.
      23. SpherePlay Materials means the materials (including, as applicable, relevant Advertising Formats, Inventory Listings and the SpherePlay Marketplace), software and products and any other documentation or deliverable created or otherwise owned by SpherePlay.
      24. Privacy Laws means, as amended from time to time:
        1. the Privacy Act 1988 (Cth);
        2. the Spam Act 2003 (Cth);
        3. any legislation, including the GDPR, from time to time in force in any Canadian or non-Canadian jurisdiction (to the extent that either party is subject to the laws of that jurisdiction), affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data; and
        4. any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued by a government agency or public authority under an instrument as identified in paragraphs (a), (b) or (c).
      25. Publisher Materials means materials (including software, products and documentation), including (where applicable), Inventory Characteristics, created or otherwise owned by Publisher.
      26. Publisher Websites means the URLs, as specified by Publisher on the Commencement Date and as may be updated by Publisher, by providing SpherePlay with notice in writing, during the Term.
  18. Interpretation
    1. The following rules apply unless the context requires otherwise:
      1. the singular includes the plural, and the converse also applies;
      2. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
      3. a reference to an agreement or document is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document;
      4. a reference to a party to this Agreement or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives);
      5. a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
      6. a reference to conduct includes an omission, statement or undertaking, whether or not in writing; and
      7. mentioning anything after includes, including, for example, or similar expressions, does not limit what else might be included.