Interpretation Rules.

1. REFERENCES TO SPECIFIC TERMS.

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1.1 And/Or.

Whenever the words “and/or” are used, they will be deemed to mean both “and” as well as “or.” The use of “and/or” in certain contexts will not modify or qualify the use of the terms “and” or “or” in others. Unless the context requires otherwise, whenever the word “and” is used, it will not be interpreted to require the conjunctive. Unless the context requires otherwise, whenever the word “or” is used, it will not be interpreted to be exclusive.

 

1.2 Include, Includes, or Including.

Unless the context requires otherwise, whenever the words “include,” “includes,” or “including” are used, they will be interpreted as non-exclusive. For the avoidance of doubt, the foregoing words will be deemed to be followed by the phrase “without limitation” such that the word "include" means "include without limitation"; the word "includes" means "includes without limitation"; the word "including" means "including without limitation".

 

1.3 Is entitled to.

Whenever the words “is entitled to” are used as a verb, such words mean that a right is imposed (i.e., has a right to).

 

1.4 Knowledge.

Where any representation, statement, or warranty is expressed by a Party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the Party or of which the Party is aware, it means the then-current actual (and not the constructive) knowledge of the Party. “Knowledge” does not imply any examination, inspection, investigation, or other inquiry undertaken by such Party to determine the accuracy of any representation, statement, or warranty made to such Party’s “knowledge.” A Party other than an individual will be deemed to have “knowledge” if any individual who is serving as a director, executor, officer, partner, or trustee of such Party (or in any similar capacity) has “knowledge.”

 

1.5 May or May Not.

Whenever the word “may” is used as a verb, such a word means that a permission or discretion is granted (i.e., has discretion to; is permitted to); whenever the words “may not” are used as a verb, such words mean that a permission or discretion is disallowed (i.e., is not permitted to; is disallowed from).

 

1.6 Must or Must Not.

Whenever the word “must” is used as a verb, such a word means that a requirement is imposed (i.e., is required to); whenever the words “must not” are used as a verb, such words mean that a requirement not to is imposed (i.e., is required not to).

 

1.7 Will or Will Not.

Whenever the word “will” is used as a verb, such a word means that a requirement is imposed for a future contingency or in the future tense that, unless otherwise stated, must be carried out after the event that gives rise to the requirement (i.e., is required to); whenever the words “will not” are used as a verb, such words means that a requirement not to is imposed for a future contingency or in the future tense that, unless otherwise stated, must not be carried out after the event that gives rise to the requirement (i.e., is required not to). For the avoidance of doubt, there is no material difference between the words “will” or “must” (or the words “will not” or “must not”); except that the words “will” and “will not” impose for a future contingency or in the future tense. If any use of the words “will” or “must” (or the words “will not” or “must not”) are determined by a court of competent jurisdiction to be used incorrectly, then any interpretation is based on the usage of what is determined to be the correct word.

 

1.8 We, Us, Our, Ours, We’re, or We’ll.

Unless otherwise stated, references to "we," "us," "our," “ours,” “we’re,” or “we’ll” refer to Beplace.

 

1.9 You, Your, Yours, You’re, or You’ll.

References to "you," "your," "yours," "you're," or "you'll" refer to the Person who has entered into and/or is subject to a Beplace Agreement.

 

2. REFERENCES.

 

2.1 Incorporation by Reference.

The provisions of any Beplace Agreement referenced in any other Beplace Agreement are incorporated into that other Beplace Agreement by reference.

 

2.2 Incorporation of Recitals.

The recitals to any Beplace Agreement are incorporated into such Beplace Agreement and are enforceable solely by Beplace.

 

2.3 Internal References.

Unless otherwise specified, references to articles, sections, and/or other subdivisions in any document, including any Beplace Agreement, are to those parts of that document.

 

2.4 Other References.

References to any document, rules, regulations, and/or provisions by and/or through a third party will be construed as a reference to such document, rules, regulations, and/or provisions other than as specifically modified from time to time.

 

2.5 Statutes, etc.

Unless otherwise specified, any reference to a statute includes the rules, regulations, and/or policies made under that statute and any provision that amends, consolidates, supplements, supersedes, or replaces that statute or those rules or policies.

 

3. ACCOUNTING PRINCIPLES.

Unless otherwise specified, where the character and/or amount of any asset or liability, item of revenue, or expense is required to be determined, and/or any consolidation or other accounting computation is required to be made, that determination and/or calculation must be made in accordance with GAAP.

 

4. CALCULATION OF TIME.

Unless otherwise specified, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. Eastern Standard Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a business day and/or a time that is not during a business day, the period expires, or the action or event is considered to occur, at 5:00 p.m. Eastern Standard Time on the next business day.

 

5. CONFLICT OF TERMS.

 

5.1 The Law.

Unless otherwise stated, in the event of any conflict and/or inconsistency between any Beplace Agreement and the Law, the Beplace Agreement will control and prevail to the maximum extent permitted by the Law.

 

5.2 Beplace Agreements.

Unless otherwise stated, in the event of any conflict and/or inconsistency between any Beplace Agreement, the Beplace Agreements will control and prevail to the extent of any conflict and/or inconsistency in the following order (of increasing precedence): the Beplace Policies, the Beplace Terms, and the Beplace Contracts.

 

5.3 Beplace Terms.

Unless otherwise stated, in the event of any conflict and/or inconsistency between any Beplace Terms, the Beplace Terms will control and prevail to the extent of any conflict and/or inconsistency in the following order (of increasing precedence): the Beplace User Terms, the Beplace Service Terms, and the Beplace Add-On Terms.

 

6. CONSTRUCTION OF TERMS.

Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting Party will not apply.

 

7. CURRENCY.

Unless otherwise specified, all dollar amounts expressed refer to United States currency.

 

8. GENDER.

Unless the context requires otherwise, words importing gender include all genders.

 

9. HEADINGS AND TABLE OF CONTENTS.

The headings, subheadings, titles, and/or table of contents used in any document, including any Beplace Agreement, and/or their division into articles, sections, schedules, exhibits, appendices, and/or other subdivisions do not affect its interpretation.

 

10. NUMBER.

Unless the context requires otherwise, words importing the singular number include the plural and/or vice versa.

 

11. TIME OF ESSENCE.

Unless otherwise stated, time is of the essence of every provision that specifies a time for performance.