This agreement ("Agreement") contains the terms and conditions, as amended from time to time, that govern your access to and use of the Software (as defined below) and is an agreement between EI GAMES LLC. ("EIG", "we", "us", or "our", as further defined below) and you or the entity you represent ("you", as further defined below). Please see Section 20 for definitions of certain capitalized terms used in this Agreement.
If you are entering into this Agreement on behalf of an entity or other organization, such as the company you work for, then you represent to us that: (a) you have the legal authority to bind that entity or other organization to the terms of this Agreement which will apply to it and its employees; and (b) you are lawfully able to enter into contacts. If you do not have that authority or if you do not agree with the terms of this Agreement, then you may not accept this Agreement and you may not use or access the Software.
This Agreement takes effect when you click the "I Accept" button presented with these terms (the "Effective Date").
When you click the “I Accept” button, the terms of this Agreement and the Policies (which are incorporated into this Agreement by this reference) form a legally binding contract between you and PJI.
If you are a business user, to access and use the Software you must create an account with a valid e-mail address following payment of the Fee (the "Administrator Account"). As soon as the Administrator Account has been set up, you may open the pre-defined number of accounts as correspond to the Fee payable in respect of such number of accounts (together with the Administrator Account, the "Accounts").
If you are a single user and will use the Software for personal, non-business purposes, you are entitled to open one Account with a valid email address following payment of the Fee.
You are responsible for all activities that occur under your Account(s), whether or not the activities are undertaken by you, your employees or a third party (including contractors or agents) and you will adhere to all laws, rules and regulations applicable to your use of the Software and the Account(s). You will neither enable nor authorize any person who is under 18 years old to access the Software.
In addition the Software will require creation of a "user name" or a "persona" to represent each user of the Game. User names and personas are tied to each individual Account. You may not use a user name or persona that is used by someone else, is vulgar or offensive, or otherwise violates the terms of this Agreement.
This Agreement will be deemed to commence on the Effective Date and will (except as expressly provided otherwise in this Agreement) continue in force for the Term.
If you are a business user, this Agreement may be renewed by you for additional periods of 12 months each (each a "Renewal Term") by notice to us in accordance with Section 15 no later than 1 month prior to the expiry of the Term (or any Renewal Term).
If you are a single user, this Agreement may be renewed by you for additional periods of 1 month each (each an "Additional Term") by notice to us in accordance with Section 15 no later than 5 Business Days prior to the expiry of the Term (or any Additional Term) (together with the Renewal Term, the "Extended Terms").
GRANT AND SCOPE OF LICENSE
In consideration of your payment of the Fee, we hereby grant to you a non-exclusive, non-transferable license to access and use the Software on the terms of this Agreement ("License").
If you are a business user, the License is granted to you (on behalf of your entity or other enterprise) for internal use for the duration of the Term and subject to the restrictions and obligations detailed in this Agreement.
If you are a single user, the License is granted to you for personal, non-business use for the duration of the Term and subject to the restrictions and obligations detailed in this Agreement.
The License is conditional upon your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term of this Agreement.
Except as expressly set out in this Agreement or as permitted by applicable law or required by PJI’s licensors, you undertake:
not to sell, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
not to disassemble, decompile, reverse-engineer, attempt to derive the source code of, make alterations to, or modifications to, or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing;
not to copy or download any Software unless expressly authorised to do so under the terms of this Agreement; and
not to give access to the Software to any person who is not an authorised user with a valid Account.
INTELLECTUAL PROPERTY RIGHTS; DATA PROCESSING
You acknowledge that, between you and us, all intellectual property rights in the Software anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement. You further acknowledge that the Software (including its structure, organization and code), and all technical data and information associated therewith constitute our valuable property.
When you contribute and/or upload User Content to the Site in relation to your access to and use of the Game, you expressly grant EIG a non-exclusive, perpetual, worldwide, sub-licensable and irrevocable right to quote, re-post, publish, use, adapt, translate, archive, store, reproduce, modify, create derivate works from, license, print, distribute, transmit, perform, broadcast and otherwise communicate and publicly display your User Content, in any manner or form, without notice or payment of any kind to you or a third party. You grant EIG all licenses and consents required to enable us to use such User Content for such purposes.
If you or any of your users provide us with any suggested improvements to the Software (or Content) ("Suggestions"), then you also hereby grant us a non-exclusive, perpetual, irrevocable, paid-up, royalty-free, worldwide, transferable license, with right to sublicense, to make, have made, sell, offer for sale, use, import, reproduce, distribute, display, perform, and make derivative works of the Suggestions, regardless of whether you or your users have designated the Suggestions as confidential.
We provide the Software (and Content) for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Software and Content include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defence transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency requires rights not conveyed under these terms, then such rights must be separately negotiated and will be reflected in a mutually agreed written addendum to this Agreement.
PAYMENT OF FEE
If you are a business user, you will pay us the Fee upon creation of the Administrator Account ("Subscription Date") and on each anniversary of the Subscription Date for each Renewal Term subject to Section 2.
If you are a single user, you will pay us the Fee upon creation of your sole Account ("Start Date") and at monthly intervals following the Start Date for each Additional Term subject to Section 2.
You will pay the relevant Fee as described on our Site using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.
All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax.
We reserve the right to change our fees or billing methods at any time. We will post notice of changes on the Site. The revised fees or payment methods will apply to your next payment following the date on which we make the new fees or billing methods effective.
You are solely responsible for:
the development and use of your User Content and for compliance of your User Content with the Policies and all applicable laws;
properly configuring and using the Software and taking your own steps to maintain appropriate security, protection and backup of your User Content;
all users' use of your User Content and the Software and you will ensure that all users comply with your obligations under this Agreement. If you become aware of any violation of your obligations under this Agreement by a user, you will immediately terminate such user's access to your User Content and the Software; and
ensuring that your access to and use of the Software will not cause us to be in breach of any of the Policies.
EIG assumes no obligation and makes no representation, guarantee or other commitment with respect to any Content or User Content, including as to its accuracy or completeness, or as to any results that may be obtained from use of the Content or User Content. You should not rely on Content or User Content to produce a desired result unless you have independently validated it.
NO WARRANTY; DISCLAIMER OF IMPLIED WARRANTIES
You acknowledge and agree that:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACCESS TO AND USE OF THE SOFTWARE AND ANY RELATED PRODUCTS OR SERVICES PROVIDED OR MADE AVAILABLE BY EIG ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. WE PROVIDE NO WARRANTY THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, OR THE SOFTWARE WILL BE ERROR FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT (OR USER CONTENT) WILL BE RELIABLE, OR WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY SOFTWARE, PRODUCTS OR SERVICES PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OR IMPLIED OBLIGATION TO INDEMNIFY FOR INFRINGEMENT, OR IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, OR OF TITLE.
You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.
LIMITATION OF LIABILITY
You acknowledge and agree that:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EIG BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING DAMAGES FOR LOSS OF DATA, GOODWILL, INVESTMENTS, USE OF MONEY OR USE OF FACILITIES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF (i) THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR OF PRODUCTS, SOFTWARE OR SERVICES PROVIDED UNDER THIS AGREEMENT, OR (ii) ANY CLAIM, CAUSE OF ACTION, BREACH OF CONTRACT, INDEMNITY, OR ANY EXPRESS OR IMPLIED WARRANTY, UNDER THESE TERMS OR OTHERWISE, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EIG EXCEED THE FEES PAID BY YOU TO EIG UNDER THIS AGREEMENT FOR THE TERM OR EXTENDED TERM IN WHICH YOU FIRST ASSERT ANY CLAIM AGAINST EIG, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED IN CONTRACT, MISREPRESENTATION, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE.
WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:
(a) YOUR INABILITY TO USE THE SOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR ACCESS OR USE OF THE SOFTWARE; (II) OUR DISCONTINUATION OF THE SOFTWARE; OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF THE SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS;
(b) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE; OR
(c) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR USER CONTENT.
These exclusions and limitations apply even if the remedies are insufficient to cover all of your or your users’ losses or damages or fail of their essential purpose, and that without these limitations the fees for the Software would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the parties may have additional rights.
This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Software. You may only bring one claim against us under this Agreement in relation to the Software, irrespective of the number of times you or your employees use the Software, the number of different users that may use the Software or the number of Accounts that may be opened by you.
We will not be liable for any delay or failure to perform our obligations under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of natures, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
You will defend, indemnify and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning:
your or any users' use of the Software;
breach of this Agreement or violation of applicable laws by you or any users;
your User Content or the combination of your User Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by your User Content or by the use, development, design, production, advertising or marketing of your User Content; or
a dispute between you and any other user, if you are a business user.
We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement (including any Policies). We will provide you notice of any modifications to this Agreement or to a Policy (a "Modification Notice"). If the modifications materially and adversely affect you and, as a result, you do not wish to accept such modifications, then you may terminate your subscription to the Software by providing us notice in accordance with this Agreement, subject to the following:
If the Modification Notice states that the modifications will become effective upon renewal of the Term or of an Extended Term, then you may elect not to renew your subscription upon expiration of the Term or the then current Extended Term. If you elect to terminate part way through a Term or Extended Term as a result of these modifications, then your termination will be treated as a termination for convenience, and no refunds will be payable to you.
If the Modification Notice states that the modifications will become effective during the then current Term or Extended Term, then you may terminate your subscription to the Software at any time within the 30 day period following the date of the Modification Notice. Your termination will become effective on the later to occur of (a) the date on which you deliver the termination notice, or (b) the date on which the applicable modifications become effective. If you terminate a subscription pursuant to this Section 12.1(b), then you will be entitled to a pro-rata refund of any pre-paid Fee for the terminated Software for the unutilized portion of the then current Term or Extended Term.
If you do not terminate the affected Software subscription as specified in this Section 12, then you will be bound by the modified terms beginning upon the date on which the Modification Notice states they become effective. References to this Agreement are to the agreement as modified and updated from time to time.
We reserve the right to update or reset certain parameters to balance game play and usage of the Software which may cause you setbacks. The terms of this Agreement will apply to all such updates and supplements to the Software unless we provide other terms along with such update or supplement.
SUSPENSION AND TERMINATION
We may suspend your or any of your users’ Accounts or rights to access or use any portion of the Software immediately upon notice if we determine (i) your or your users’ use of or registration for the Software: (a) poses a security risk to the Software or any third party, (b) may adversely impact the Software, or our networks or Content, or content or networks of any other EIG customer or EIG service provider, (c) may subject us or any third party to liability, or (d) may be unlawful; (ii) that you or any of your users is in breach of this Agreement; or (iii) that you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or have become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
If we suspend your or any of your users’ Accounts or rights to access or use some or all of the Software, then (i) we will not immediately erase any of your User Content as a result of your suspension; (ii) you remain responsible for all fees and charges regardless of the suspension, including for Software, Content or User Content to which you continue to have access; and (iii) you will not be entitled to any compensation, credits or refunds for any period of suspension.
Either party may terminate this Agreement or relevant Account(s) effective upon expiration of the then current Term or Extended Term, by providing the other party prior written notice of termination of at least the following length: if the user is the terminating party, at least 5 Business Days; and if EIG is the terminating party, at least 15 Business Days.
Either party may immediately terminate this Agreement or any affected Account(s) by notice to the other: (i) if the other party materially breaches any of its obligations under this Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of receipt of notice of breach; or (ii) subject to applicable law, upon the other party’s ceasing to operate in the ordinary course, making an assignment for the benefit of creditors or similar disposition of its assets, or becoming the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Your failure to pay any fees and expenses upon their due date will be a material breach by you.
In addition to EIG’s other rights specified in this Agreement, EIG may immediately terminate this Agreement by notice to you if: (i) you are unable to resolve any issue leading to suspension of your Account(s) or rights to access and use the Software to EIG’s reasonable satisfaction within 15 days after notice of suspension; (ii) we determine that you, any of your users or any person using your or their Accounts has violated this Agreement or any Policy and the violation represents: (a) a threat to the security, integrity or availability of the Software, any Content or other customer’s or users’ User Content, any EIG intellectual property or any data or technology owned by third parties, (b) a violation of applicable law; or (iii) we must do so in order to comply with the law, requests of governmental agencies or the terms of any Policy.
If you terminate this Agreement in accordance with the termination for breach provisions in Section 13.4 above, then we will refund you a pro-rata amount of any prepaid Fee applicable to the unutilized portion of the Term or Extended Term (as applicable).
If we terminate this Agreement or any Account in accordance with the termination for breach or cause provisions of Sections 13.4 or 13.5 above, then we will not refund you or relieve you from, and you remain obligated to pay all fees attributable to the terminated Account(s), including those attributable to the unutilized portion of the terminated Term or Extended Term (as applicable).
Upon any termination of this Agreement:
all your rights under this Agreement immediately terminate;
you must immediately cease all activities authorized by this Agreement;
you remain responsible for all fees and charges you have incurred;
we will deactivate your Account(s) within 5 Business Days of notice of termination;
if applicable, you must immediately delete or remove the Software from all computer equipment in your possession, custody or control; and
Sections 5, 6, 7.2, 8, 9, 11, and 13-19 will survive and continue to apply in accordance with their terms.
DATA AND INFORMATION
You agree that we may collect and use User Content and Use Statistics for EIG’s internal analytical purposes, including to improve and enhance the Software and EIG’s other products and services. EIG may make information derived from its analysis of the User Content and Use Statistics publically available, provided that the publicized information does not include any User Content or Use Statistics that have not been aggregated and anonymized. For the purposes of this Agreement, aggregated and anonymized User Content or Use Statistics means User Content or Use Statistics that (i) have been aggregated with other data or content, and (ii) do not contain information that identifies you or your users. You, for yourself and on behalf of your users, hereby grant EIG the following perpetual, non-exclusive, irrevocable, paid-up, royalty free, worldwide licenses: (a) the license, with right to sub-license to EIG’s service providers, to reproduce, internally distribute, internally display, create derivative works of, and use User Content and Use Statistics for the analytical purposes described above and to generate aggregated and anonymized User Content and Use Statistics; and (b) the license, with right to sub-license, to make, have made, sell, offer for sale, use, import, reproduce, distribute, display, perform, and make derivative works of aggregated and anonymized User Content and Use Statistics.
We may provide notice to you under this Agreement by: (i) posting a notice on our Site; or (ii) sending a message to the email address associated with your Account(s). Notices we provide by posting on our Site will be effective upon posting and notices we provide by email will be effective when we send the email.
You may provide notice to us via the relevant email address on the 'contact us' page of our Site.
This Agreement is binding on you and you may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it. We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of its rights or obligations arising under it, at any time during the Term.
Each of the terms of this Agreement operates separately. If any of the terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the term will be severed from the remaining terms which will continue to be valid to the fullest extent permitted by law.
Subject to Section 18.2, this Agreement will be governed by and interpreted in accordance with the internal laws of the State of New York and, where such laws are pre-empted by the laws of the United States, by the internal laws of the United States, in each case without regard to (a) conflicts of laws principles, and (b) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Software will be subject to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, USA, and each party waives any claim that a more convenient forum can be found.
For users that are established or domiciled in the United Kingdom, this Agreement shall be governed by and construed in accordance with the laws of England and you and we agree that the courts of England and Wales shall have exclusive jurisdiction over all disputes relating to or arising out of this Agreement.
You acknowledge that damages will be an inadequate remedy if you or your users violate your obligations under this Agreement pertaining to the protection, security or integrity of the Software, Content or any other EIG intellectual property, or the data or content of any other customer of EIG. Accordingly, EIG will have the right, in addition to any other rights EIG may have, to obtain in any court of competent jurisdiction, temporary, preliminary and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce such obligations, without any obligation to post any bond or similar security.
Except with respect to any infringement or misappropriation of any of EIG’s intellectual property rights, neither party may bring any action arising out of or relating to this Agreement more than 2 years after the cause of action accrued. In any action arising out of this Agreement, the substantially prevailing party will be entitled to an award of reasonable attorneys’ fees plus reasonable legal expenses and costs, including collection costs and fees.
You will comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Software. Without limiting the foregoing, you represent that neither you nor any of your users are named on any U.S. government list of persons or entities prohibited from receiving exports, including the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons.
EIG is not responsible for nor does EIG in any way endorse any websites to which the Site or Software provides links.
No waiver of or with respect to any provision of this Agreement, nor consent by a party to the breach of or departure from any provision of this Agreement, will in any event be binding on or effective against such party unless it is in writing and signed by such party, and then the waiver will be effective only in the specific instance and for the purpose for which given
This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement and any other terms, conditions, guarantees or prior representations whatsoever (whether written or oral) will be of no effect unless expressly incorporated herein. You and we acknowledge that neither of us have entered into this Agreement in reliance on any statement or representation not incorporated in this Agreement and (subject to Section 9.4) waive all rights and remedies which would have been available but for this Section. If the terms in this Agreement are inconsistent with the terms contained in any Policy, the terms contained in this Agreement will prevail. This Agreement may not be modified except in accordance with Section 12 above, or by a written document executed by you and a duly authorized officer of EIG’S.
"Account(s)" has the meaning given to it in Section 1.1;
"Business Days" means a day other than a Saturday, Sunday or public holiday in England or Wales on which banks in London are open for business;
"Content" means data, text, images or other content contained in or relating to the Game, including advice given in the forum (other than the User Content);
"Fee" means the applicable fee set out on our Site and payable in accordance with Section 6;
"Game" means the EI Games LLC leadership game experience available on the Site;
"EIG"/"our"/"us"/"we" means EI Games LLC., its affiliates and licensors;
"Site" means https://eigames.com;
"Software" means the software, technology, text, forum and chat posts, profiles, messages, links, emails, music, sound, graphics, pictures, video, code and all audio visual or other material appearing in relation to the Game on the Site, as well as the design and appearance of the Site including the Content;
"Term" means the period commencing on the Effective Date and ending after a period of 12 months thereafter, if you are a business user, or 1 month thereafter, if you are a single user (as may be extended under the terms of this Agreement);
"use" and/or "using" means any time you and/or an individual within your organization (a "user") directly or indirectly, does or attempts to access, interact with, use, view, print or copy from, transmit, receive or exchange data or communicate with, the Site and the Game;
"User Content" means user-generated data, text, images or other content that you or any user authorised by you causes to interface with the Software or uploads under your Account(s) or otherwise transfers, processes, uses or stores in connection with your Account(s);
“Use Statistics” means records generated or maintained by the Software that reflect your and your users’ use of the Software, including performance and history, and further including technical data and related information, such as technical information about your device, system and application software, and peripherals, that is gathered to facilitate the provision of updates and other services to you (if any) related to the Software; and
"you"/"your" means you, as a single user, or you and the entity you represent if you are a business user.
The following words are to be interpreted as designated: (i) “or” connotes any combination of all or any of the items listed; (ii) where “including” is used to refer to an example or begins a list of items, such example or list is not exclusive; (iii) “specified” requires that an express statement is contained in the relevant document; and (iv) “will” is, unless the context requires otherwise, an expression of command, not merely an expression of future intent or expectation.