TERMS OF USE

EFFECTIVE DATE: September 14, 2017

 

  1. INTRODUCTION

Welcome to the RMG Web sites (the “Site”).  This Site, located at www.rmgnetworks.com, www.korbyt.com and www.korbytgo.com is owned and operated by RMG Networks Holding Corporation and/or one or more of its subsidiaries and affiliates (“RMG,” “we,” “our” or “us,” as appropriate). Through the Site, you have access to a variety of resources and content.  These include: (a) software and software as a service offerings (“Software”); (b) Web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and Webcasts, specifications, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and documents such as press releases, white papers and product data sheets (“Materials”); and (c) forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Software or Materials or other Content (as defined below) (“Social Services”).  By viewing or accessing the Site or signing up and creating your account on this Site, you agree to be legally bound by and comply with these Site Terms of Use (“Terms of Use”). These Terms of Use are between us and any party accessing or using this Site for any reason (“you,” “your” or “user”). Read these Terms of Use carefully. Accessing or using this Site, including but not limited to checking the acceptance box at signup, or otherwise registering for this Site, confirms your acceptance of these Terms of Use. If you are not willing to be bound by these Terms of Use, do not complete any registration for this Site or otherwise use or access this Site. In addition to these Terms of Use, the RMG Networks Privacy Policy, available at http://www.rmgnetworks.com/privacy-terms (“Privacy Policy”), governs the collection and use of any personal information submitted to this Site by users. The Privacy Policy is hereby incorporated into these Terms of Use by reference. If you do not agree to the terms of the Privacy Policy, do not access or use this Site. RMG may, without notice to you, at any time amend these Terms of Use and/or our Privacy Policy. Your continued use of this Site will be considered acceptance of any amended version of these Terms of Use and/or our Privacy Policy.  In addition, some areas of the Site or Content provided on or through the Site may have additional rules, guidelines, license agreements, user agreements or other terms and conditions that apply to your access or use of that area of the Site or Content (including terms and conditions applicable to a corporation or other organization and its users). If there is a conflict or inconsistency between these Terms of Use and the rules, guidelines, license agreement, user agreement or other terms and conditions for a specific area of the Site or for specific Content, the latter shall have precedence with respect to your access and use of that area of the Site or Content.

  1. REGISTRATION

Where required on the Site, you must provide a valid email address to begin the registration process. You must provide complete and accurate information required as part of the account creation process and continued use of this Site. You shall maintain the confidentiality of your passwords for your account, and you shall be solely and fully responsible for all activities and content generated under your account. You shall not allow or permit others to use your registered account. In no event will RMG be responsible for any problems or liability that may arise because of inaccurate and incomplete information you submit and we reserve the right to terminate your access to this Site at any time, without notice, for any reason whatsoever or no reason at all.

  1. USE OF SOFTWARE

Your use of Software is subject to all agreements such as a license agreement or user agreement that accompanies or is included with the Software, ordering documents, exhibits, and other terms and conditions that apply (“License Terms”). In the event that Software is provided on or through the Site and is not licensed for your use through License Terms specific to the Software, you may use the Software subject to the following: (a) the Software may be used solely for your personal, informational, noncommercial purposes; (b) the Software may not be modified or altered in any way; and (c) the Software may not be redistributed.

  1. USE OF MATERIALS AND CONTENT

All Software, Materials and the contents of Social Services (individually and collectively, “Content”), in addition to any products, features or services (including software-as-a-service) offered on or in connection with this Site (“Products and Services”) are owned or controlled by, or licensed to us. The Content is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights (individually and collectively, “IP Rights”). Your use of Software is subject to all agreements such as a license agreement or user agreement that accompanies or is included with the Software, ordering documents, exhibits, and other terms and conditions that apply (“License Terms”).  To the extent Software is provided on or through the Site and is not licensed for your use through License Terms specific to the Software, subject to the terms and conditions of these Terms of Use and your continued compliance with these Terms of Use, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use this Site and the Content only for personal, informational and noncommercial purposes in accordance with all applicable laws, rules and regulations, these Terms of Use and any of our policies and not for anyone else. This license does not include any right for, and you shall not engage in any activity relating to, the resale or distribution of this Site or the Content; any derivative use of this Site or the Content; any use of data mining, robots, or similar data gathering and extraction tools; or any activity competitive to RMG or any of our licensors. Certain features of this Site may allow you to download information or materials from this Site and print out a hard copy for internal business purposes, provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent) contained in such information or materials. Such downloadable and/or printable information or materials constitutes Content under these Terms of Use and is subject to the terms and conditions herein. Except as otherwise expressly stated herein, you shall not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, sell or resell any Content, in whole or in part, in any manner, without the prior written authorization of RMG or any applicable third-party supplier, owner or authorized agent. The use of Content by you, or anyone else authorized by you, is prohibited unless specifically permitted by us. We and/or the respective third-party owners of Content, as applicable, retain all right, title, and interest in this Site and any Content offered on this Site, including any and all IP Rights in any of the foregoing.

  1. PAYMENT FOR YOUR PRODUCTS AND SERVICES

We may offer you the option to purchase certain Products and Services (defined below) on this Site, which will be subject to any additional terms, conditions and policies we may provide to you. Prices offered on the Site are quoted in U.S. Dollars unless otherwise stated. Such prices do not include sales taxes where applicable. You are responsible for any state and local sales or use taxes that may apply to your order, which will be added to your total invoice price during the checkout process.

  1. LIMITED LICENSE AND SITE ACCESS; ALL RIGHTS RESERVED

All information, data, specifications, text, communications, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, software, and any other content contained in this Site (individually and collectively, included in the term “Content”), in addition to any products, features or services (including software-as-a-service) offered on or in connection with this Site (“Products and Services”) are owned or controlled by, or licensed to us. RMG’s Content is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights (individually and collectively, “IP Rights”). Subject to the terms and conditions of these Terms of Use and your continued compliance with these Terms of Use, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use this Site and the Content only for personal purposes in accordance with all applicable laws, rules and regulations, these Terms of Use and any of our policies and not for anyone else. This license does not include any right for, and you shall not engage in any activity relating to, the resale of this Site or the Content; any derivative use of this Site or the Content; any use of data mining, robots, or similar data gathering and extraction tools; or any activity competitive to RMG or any of our licensors. Certain features of this Site may allow you to download information or materials from this Site and print out a hard copy for internal business purposes, provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent) contained in such information or materials. Such downloadable and/or printable information or materials constitutes Content under these Terms of Use and is subject to the terms and conditions herein. Except as otherwise expressly stated herein, you shall not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, sell or resell any Content, in whole or in part, in any manner, without the prior written authorization of RMG or any applicable third-party supplier, owner or authorized agent. The use of Content by you, or anyone else authorized by you, is prohibited unless specifically permitted by us. We and/or the respective third-party owners of Content, as applicable, retain all right, title, and interest in this Site and any Content offered on this Site, including any and all IP Rights in any of the foregoing. Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.

  1. OWNERSHIP OF INFORMATION SUBMITTED VIA THIS SITE

All information and content you submit or transit to us via this Site, whether by direct entry, submission, e-mail or otherwise, including data, questions, information, posts, discussions, documents, links, images, video, comments, or suggestions (collectively, “Contributions”) will become the property of RMG upon such submission or transmission, and you hereby irrevocably and unconditionally assign to us all IP Rights and other proprietary rights in and to such Contributions automatically upon submission or transmission to this Site or to RMG. Subject to the terms of the Privacy Policy with respect to your personal information, any Contributions may be used by us for any purpose, including, without limitation, aggregation, reporting, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting. If any Contributions cannot be assigned to us due to applicable laws, you hereby unconditionally and irrevocably grant to us, without further consideration, an unqualified, unrestricted, unconditional, unlimited, exclusive, worldwide, irrevocable, perpetual, royalty-free, fully paid-up, transferable, sublicensable license in and to the Contributions, including all IP Rights and other proprietary rights therein, for us to copy, distribute, reproduce, display, modify, transmit, use and create derivative works of the Contributions, and to make, have made, use, sell, offer for sale, and import any products or services or otherwise exploit the Contributions for any purpose whatsoever, in all cases without accounting, notification, credit or other obligation to you. Once a Contribution is submitted, you will have no right to prohibit, restrict, revoke or terminate any of the rights granted to us. You are not entitled to and you will not receive any compensation or other consideration for Contributions or any use thereof, whether in whole or in part. You understand and agree that any use of Contributions by us will not require any prior consent or approval prior to use. You hereby release each of RMG from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits that you may or can have in connection with Contributions, including, without limitation, any and all liability for any use or nonuse of Contributions, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. RMG is concerned about your privacy and has developed a policy to address privacy concerns. For more information, please see RMG’s Privacy Policy.  Any personal information collected on this Site may be accessed and stored globally and will be treated in accordance with RMG’s Privacy Policy.  You understand that RMG collects, uses, processes, possesses, and otherwise stores your personal information and utilization data and may share such data with third party service providers for the purpose of improving or providing services subject to RMG’s Privacy Policy. Subject to the terms of our Privacy Policy with respect to your personal information, you acknowledge and agree that any Contribution you submit via the Site may become public information and it shall be deemed to be provided on a non-confidential basis. You should always use caution when submitting personal identifiable information about yourself or third parties in any online medium. We are under no obligations to use Contributions and may remove any such Contribution at any time at our sole discretion. Material you submit must be your own or work to which you have permission to sublicense. You represent and warrant that you own or otherwise have permission to submit Contributions and grant RMG the rights described above.

  1. RULES OF CONDUCT FOR USERS

We have the right but not the obligation to supervise, review and remove Contributions and any other Content as we deem necessary, in our sole discretion: (i) to enforce these Terms of Use; (ii) for any reason; or (iii) for no reason at all; provided, however, that in no event will RMG have any obligation or liability to you for failure to do so or for doing so in any particular situation or manner. By accepting these Terms of Use, you shall not, and shall not cause or permit anyone else to, upload, submit, or otherwise transmit or attempt any Contributions (defined below) that: (iv) are unlawful, defamatory, scandalous, vulgar or obscene, indecent, pornographic, sexually explicit or suggestive, racially, culturally, or ethnically offensive, harmful, harassing, abusive or otherwise improper or discriminatory; (v) infringe, violate or misappropriate the intellectual property or other proprietary rights, rights of publicity or privacy or any other rights of RMG, or of any other person, firm or enterprise, whether arising under the jurisdiction of the United States or under any other local foreign laws; (vi) contain viruses or other harmful, disruptive, or malicious computer code that interfere with the normal operation of the Site, including any transmission of junk e-mail, chain letters, duplicative or unsolicited messages, surveys, contents, pyramid schemes, or so-called “spamming” and “phishing”; (vii) cause harm, harass anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying the Site; (viii) affect RMG adversely or reflect negatively on RMG, any of its goodwill, name or reputation, or cause duress, distress or discomfort to any of us or anyone else, or discourage any person, firm or enterprise from using all or any portion, feature or function of the Site, or from advertising, linking or becoming a supplier or tenant to any of us in connection with the Site; or (ix) create a false identity or account for any purpose. You will not submit any Contribution that contains information that is confidential to you or anyone else through or in connection with the Site. Notwithstanding anything that you may note or state in connection with submitting a Contribution, it shall not be considered confidential information and shall be received and treated by RMG on a non-confidential and unrestricted basis and RMG shall not take and shall not be required to take any steps to safeguard the confidentiality of any information included in a Contribution, other than as specified in RMG’s Privacy Policy. You agree that you will not use any robot, bot, spider, or other automatic or manual device or process to monitor, post or copy any pages on the Site.

  1. THIRD PARTY CONTENT

We have no editorial control or responsibility over any goods, products, services, content, information, data, materials or views provided by third parties or users. Therefore, any opinions, statements, goods, products, services or other information expressed or made available by third parties or other users on this Site are those of such third parties or other users, respectively. We do not represent or endorse the accuracy or reliability of any opinion, statement, or other information provided by any third party or user.

  1. MONITORING

RMG has no obligation to monitor the Site or screen Contributions that are made on or through the Site. However, RMG reserves the right to review the Site, Content and Contributions and to monitor all use of and activity on the Site, and to remove or choose not to make available on or through the Site any Content or Contributions in its sole discretion. RMG may remove Content or Contribution that is confidential or proprietary to a third party without that third party’s permission.

  1. LINKS TO AND FROM THIRD-PARTY SITES

This Site may contain links to third-party Sites not under our control or operation (each, a “Third Party Site”). We provide links only as a convenience, and we do not endorse nor are we responsible for the contents of any linked Site or any Site linked to or from a linked Site. In no event does RMG accept any liability for any information, products, advertisements, content, services or software accessible through any Third-Party Sites or for any action or inaction you take or fail to take as a result of linking to any such Site. We are under no obligation to maintain any link on this Site and may remove a link at any time in our sole discretion for any reason whatsoever. In no event will we be responsible or liable for, directly or indirectly, and you hereby fully release RMG, its affiliates, and each of their respective directors, officers, employees, representatives, agents, successors and assigns from, any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on any content, products, services or other materials available on or through any Third-Party Site. Any such Sites are likely to set forth specific Terms of Use and privacy policies that you should review. We are not responsible for the privacy practices of any other Sites.

  1. EXPORT CONTROL

You may not access, download, use or export the Site, or the Content provided on or through the Site, in violation U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of RMG in violation of any such restrictions, laws or regulations, including, without limitation, laws, restrictions or regulations pertaining to the development, design, manufacture or production of nuclear, chemical or biological weapons or missile technology. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the services of RMG outside the U.S. Neither the services or products of RMG nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions (including those listed on Supplement No. 1 to Part 740, Export Administration Regulations, Country Group E:1), to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

  1. REPRESENTATIONS AND WARRANTIES

You represent and warrant to us that (i) your access and use of the Site conforms to the requirements and restrictions set forth in these Terms of Use and complies with all applicable laws, rules and regulations, and (ii) with respect to the Contributions that you upload, submit, or otherwise transmit to us or to this Site, you have all the necessary rights, title, and interest therein to grant to us the rights and licenses described herein.

  1. DISCLAIMER

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RMG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE. RMG MAKES NO WARRANTY THAT: (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SITE IS USED AT YOUR OWN DISCRETION AND RISK. RMG SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT. RMG RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT PROVIDED ON OR THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.

  1. INDEMNIFICATION

You shall defend, indemnify and hold RMG, its affiliates, and each of their respective shareholders, officers, directors, agents, employees and representative and licensors (each, an “Indemnitee”) harmless from and against any losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs, fees or expenses of whatever kind (including reasonable attorneys’ and professional fees), incurred by any Indemnitee arising out of or resulting from any claim, demand, suit, action, allegation, or any other proceeding arising from or relating to: (i) your use of and access to the Site; (ii) any Contributions you submit, post, transmit or otherwise make available via this Site; (iii) your violation of these Terms of Use; (iv) your access to or use of any Third Party Site; and (v) any dealings between you and any third parties (including other users) relating to this Site. This indemnification obligation will survive the termination of your RMG account and these Terms of Use.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES OR EITHER OF OUR SUPPLIERS OR LICENSORS (A) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER ARISING (INCLUDING NEGLIGENCE), AND (B) BE LIABLE TO YOU FOR ANY CLAIMS ARISING FROM OR RELATING TO YOUR USE OF THIS SITE IN ANY AMOUNT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL, PARTIAL AND/OR FUNDAMENTAL BREACH OF THESE TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.  ALL OTHER TERMS WILL REMAIN IN FULL FORCE AND EFFECT.

  1. TERMINATION

If you breach these Terms of Use, RMG may remove your Contributions. If you post inappropriate, offensive or illegal Content, or otherwise engage in disruptive behavior, RMG may use information available about you to stop such posts or behavior or to inform relevant third parties and/or law enforcement authorities of such infringement. Repeated violations may result in suspension of your account. In addition to the foregoing, we may terminate, disable and/or deny your access to or use of this Site, including any Content and Products and Services available through this Site for any reason or for no reason, including without limitation, if we believe that you have violated or acted inconsistently with these Terms of Use. We may also modify or discontinue providing this Site or any part of this Site with or without cause and with or without notice. We may use any technological, legal, operational or other means available to us to enforce the provisions of these Terms of Use, including, without limitation, blocking specific IP addresses or deactivating your registration on the Site. We will not be liable to you or to any third party for any termination of your access to or use of this Site or for any modification to or termination of this Site.

  1. NOTICES

Any notices to you from us regarding the Site or these Terms of Use will be posted on this Site or made by e-mail or regular mail as we determine, in our sole discretion.

  1. COMMUNICATIONS

By using this Site, you agree to receive certain communications from RMG about this Site and/or our products and services. Examples include system automated emails, direct emails from the Site management team, in-system private messaging, etc.

  1. ENTIRE TERMS OF USE

These Terms of Use, the Privacy Policy, and other policies we may post on this Site constitute the entire Terms of Use between us and you in connection with the subject matter hereof, and supersede any prior and contemporaneous oral, written or electronic Terms of Use between us and you regarding the subject matter hereof, including but not limited to prior versions of these Terms of Use.

  1. GOVERNING LAW; VENUE

This Site is controlled and operated by RMG from its offices in Addison, Texas, United States. RMG makes no representation that materials on this Site are appropriate for use outside of the United States. If you choose to access this Site from other locations, you do so at their own risk and are solely responsible for compliance with applicable local laws. All claims relating to, and the use of, this Site is governed by and will be interpreted under U.S. federal law or the laws of the State of Texas without regard to the conflict of laws rules thereof. The parties specifically exclude and opt out of the United Nations Convention on Contracts for the International Sale of Goods. You hereby waive the requirement of formal service of process for any action or claim brought in connection with any transaction contemplated under these Terms of Use and agree to be served by express courier at your principal place of business. You covenant that the transaction(s) contemplated by these Terms of Use is commercial in nature and expressly and irrevocably waives any claim of sovereign immunity for itself and its assets in connection with any proceeding to enforce RMG’s rights thereunder and hereunder, including, without limitation, immunity from the jurisdiction of the courts of Texas or the United States, immunity from service of process, and immunity of any of its assets from pre- or post-judgment attachment or execution. You specifically acknowledge and agree that the Uniform Computer Information Transactions Act does not apply to these Terms of Use. If any provision or provisions of these Terms of Use shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Further, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of these Terms of Use a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. You agree that the statute of limitations for any claim against RMG shall be one (1) year from when the claim first arose, and any claim(s) not brought within such one (1) year period of time shall be deemed waived. The exclusive personal jurisdiction of, and venue for, all disputes arising out of these Terms of Use shall be the state and federal courts located in Dallas, Texas, United States, and you consent to such exclusive jurisdiction and waive all objections to such jurisdiction and venue. RMG AND YOU EACH HEREBY WAIVE THEIR RIGHTS TO A TRIAL BY JURY.

  1. NO AGENCY RELATIONSHIP

You and RMG are independent of each other for all purposes related to this Site and these Terms of Use. Nothing contained in these Terms of Use or the Privacy Policy shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  1. REMEDIES

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and hereby consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

  1. FORWARD LOOKING CAUTIONARY STATEMENT

Statements set forth in the Site may constitute forward-looking and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995 or other applicable laws. While these forward-looking statements represent our current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date such statements are set forth in the Site. Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. You should also review our most recent Form 10-K and Form 10-Q for a more complete discussion of these factors and other risks, particularly under the heading “Risk Factors.” A copy of our press release and financial tables which include a GAAP to non-GAAP reconciliation can be viewed and downloaded on the RMG Investor Relations website.

  1. MISCELLANEOUS

If any portion of these Terms of Use is deemed unenforceable, that portion will be enforced to the maximum extent possible so as to effectuate the intent of the parties as reflected by that provision, and the remaining portions of these Terms of Use will be given full effect. RMG’s failure to act in a particular circumstance, including any failure by us to enforce or exercise any provision of these Terms of Use, does not waive the ability to act with respect to that circumstance or similar circumstances in the future. We will be excused for any failure to perform to the extent that its performance is prevented by any reason outside of our reasonable control. We may assign our rights and obligations under these Terms of Use to an entity that acquires all or substantially all of either of our assets or to any subsidiary or successor in a merger or acquisition involving RMG, including by operation of law.

  1. CONTACTING US

If you have any questions about these Terms of Use, the practices of this Site, or your dealings with this Site, please contact us at: RMG Enterprise Solutions, Inc. 15301 Dallas Parkway, Suite 500 Addison, Texas 75001

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