Updated: August 1, 2024

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE AND BEFORE USING THE RMG CONTENT. THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN THE END USER OF THE SOFTWARE OR PRODUCTS (AS BOTH TERMS ARE DEFINED BELOW) OR SUCH END USER’S EMPLOYER, AS APPLICABLE, WHETHER AN INDIVIDUAL OR AN ENTITY (“CUSTOMER”) AND RMG ENTERPRISE SOLUTIONS, INC. DBA KORBYT OR ONE OF ITS SUBSIDIARIES (“RMG”). BY AGREEING TO THIS AGREEMENT, OR OTHERWISE INSTALLING OR USING THE PRODUCTS, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT ALSO APPLIES TO ANY UPDATES OR NEW RELEASES OF THE PRODUCTS, UNLESS SUCH UPDATES OR NEW RELEASES ARE ACCOMPANIED BY DIFFERENT TERMS AND CONDITIONS, IN WHICH CASE SUCH TERMS AND CONDITIONS WILL APPLY TO SUCH UPDATES OR RELEASES.

1.DEFINITIONS

Capitalized words shall have the meanings defined as follows:

“Content” means all content in text, graphic, animation, video, or any other form that is used in connection with the Products.

“Customer Content” means all Content owned by Customer.

“Documentation” means the RMG-supplied technical and user documents associated and provided with the Software.

“Intellectual Property Rights” means United States patent, copyright, trademark, trade secret, and any other intellectual property right(s), but not such rights in other countries.

“Media” means the RMG-supplied tangible medium in which the Software and/or Documentation are fixed.

“Products” means collectively the Media, Software, RMG Content and Documentation and all maintenance releases and updates provided to Customer under a separate agreement.

“RMG Content” means all Content owned by RMG or Third-Party Provider Content.

“Software” means RMG-supplied software in object code form delivered on the Media, or electronically or embedded in RMG hardware equipment as firmware, all whole or partial copies thereof, including modified copies and portions merged into other programs, and copies provided under maintenance or any other services. Software shall include all RMG proprietary software, as well as all Third Party Software incorporated into the Software.

“Third-Party Providers” means third party entities that provide Third Party Software to RMG that are included in the Software or provide Third- Party Provider Content to RMG that is included in the RMG Content.

“Third-Party Provider Content” means the Content licensed to RMG by any third-party entity.

“Third-Party Software” means any software products incorporated into the Software that is supplied to RMG by any third party entity and that RMG is authorized to sub-license to Customer. All Customer obligations and restrictions described herein with respect to Customer’s use of the Software shall also extend to all Third Party Software.

2. LICENSES.

2.1 Software License. The Software is licensed, not sold. Subject to this Agreement and Customer’s compliance herewith, including Customer’s payment of all applicable fees, RMG grants Customer a limited, non-sublicensable, non-exclusive and, except as expressly authorized herein, non-transferable license to install and use the Software in compliance with the type of license (including all use and other restrictions related thereto as specified on the order form for such Software) Customer has purchased for the Software and in accordance with the Documentation, the terms of any applicable customer agreement and/or statement of work executed between Customer and RMG, and any other policies that RMG may provide from time to time (collectively, the “License”). In all events, the Software may be accessed, used or otherwise operated only with RMG supplied hardware equipment, subject to the License. The type of licenses Customer may receive to Software and a description of each such type is set forth in Table 2.1 below. If the Software is used to transmit Content to non-RMG output devices or non-RMG applications, Customer acknowledges and agrees that the Access License is granted on a per device output basis or application end user/endpoint basis, with License fees based upon the number of devices and application end users/endpoints to which the Content to be displayed is distributed. Any usage of the Software in violation of the applicable use and other restrictions therefor as specified on the order form for such Software shall be considered a material breach of this Agreement, in which case the License will terminate automatically. To the extent expressly permitted by applicable law or treaty, Customer may copy the Software only for archival and backup purposes, as long as Customer documents the existence of such backup/archival copies. Customer may also make copies of the Documentation solely for Customer’s own internal use in connection with Customer’s use of the Software in accordance with this Agreement. Any authorized reproductions, copies, or modifications of the Software or Documentation must include RMG’s copyright and other proprietary rights notices. The original and any copies of Software or Documentation, in whole or in part, shall at all times remain RMG’s property.

Table 2.1.

Type of License*	Description
Sign Server Software License	The Server Software used to support the tiered number of Access Licenses on the applicable Order.
Data Server Software License	The Server Software used to support a tiered number of Access Licenses on the applicable Order. Data Server Software tiers are as shown on an Order.
Access License- Large Screen	The right of a device (e.g., media player) to access the Sign Server or Data Server Software to display Content on any Large screen identified on the applicable Order or may be transferred  to another (replacement) Hardware; pricing for the Access License may be differentiated depending on the type of server accessed.
Access License- Small Screen	The right of a device (e.g. media player) to access the Sign Server or Data Server Software to display Content on any Small screen identified on the applicable Order or may be transferred  to another (replacement) Hardware; pricing for the Access License may be differentiated depending on the type of server accessed.
End User Access License	The Software can be used by multiple and different individuals on their laptop, desktop PC, or  mobile device to access the Sign Server or Data Server subject to the maximum number of licenses authorized.

* For purposes of the above licenses, RMG shall define “Large” and “Small” in reference to screen size in its current price list. Should RMG add additional license types, or a specific customer requirement result in the creation of a customized license, such licenses shall be as specified in a Customer-specific amendment to this Agreement.

2.2 Software Support. Customer acknowledges and agrees that in order to receive Software support services it must purchase and continuously keep in effect Software support. Should Customer purchase Software support, Customer agrees that it will be supplied at RMG’s then-current rates and under its then-current terms.

2.3 RMG Content License. The RMG Content is licensed, not sold. Subject to this Agreement and Customer’s payment of RMG’s then- current fees for Content subscription, during the applicable subscription term for such Content, RMG grants Customer a nonexclusive, revocable, non-sublicensable, non-transferable and limited subscription license to RMG Content provided by RMG to Customer solely for the purpose of Customer using and displaying the same on the number of computers and/or devices for which Customer has purchased licenses to such RMG Content (the “Content License”); provided, however, that with respect to RMG Content created by RMG specifically for Customer in connection with a statement of work and agreement for creative services, the Content License will be for so long as Customer complies with the terms of such license, subject to any restrictions, limitations and conditions with respect to Third-Party Provider Content. Customer must abide by any requirements communicated to Customer by RMG regarding the RMG Content. Customer agrees that the RMG Content provided by Third-Party Providers is to be used solely for the internal use of Customer and its employees and to provide its services to its customers, and not for redistribution to any other person or entity, including but not limited to any entity which is not wholly-owned by Customer which is a party to this Agreement.

2.4 Customer Materials License. Customer hereby grants to RMG and its affiliates a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, and sublicensable right and license to use, execute, reproduce, display, perform, modify, enhance, and distribute, and to make improvements to, the Intellectual Property Rights owned by Customer and any other materials, content (including Customer Content), information and other intellectual property provided by Customer (collectively, “Customer Materials”) solely for RMG to fulfill its obligations and exercise its rights hereunder.

3. OWNERSHIP. All Products, except for Third-Party Provider Content, and any copies of such Products are and shall remain the property of RMG, and RMG retains all right, title and interest to such Products, including any intellectual property rights therein, as well as any rights in copyrighted and/or patent materials provided to Customer as part of such Products. All Third-Party Provider Content, and any copies thereof, are and shall remain the property of the applicable Third-Party Provider(s), and such Third-Party Provider(s) retains all right, title and interest to such Third-Party Provider Content, including any intellectual property rights therein, as well as any rights in copyrighted and/or patent materials provided to Customer as part of such Third-Party Provider Content. Except for the limited license granted to Customer herein, Customer obtains no rights to the Products, and RMG reserves all rights not expressly granted to Customer.

4. RESTRICTIONS. Customer shall not (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive any of the Products’ source code; (b) modify or create derivative works of the Products; (c) make any of the Products available in any form to any person other than Customer’s employees and contractors whose job performance requires such access, provided that Customer is fully responsible for its employees’ and contractors’ compliance with the terms of this Agreement; (d) allow the unauthorized use, copying, publication or dissemination of any of the Products; (e) send to RMG any software, viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (f) lease, distribute, license, sell or otherwise commercially exploit any of the Products or make the Products available to a third party other than as expressly permitted in this Agreement, including but not limited to using the Products for timesharing, service bureau or other similar purposes; (g) conceal or remove any title, trademark, copyright, proprietary or restricted rights notice contained in any of the Products or any components or modules thereof; or (h) permit anyone else to engage, directly or indirectly, in any of the activities described in the foregoing subparts (a) through (g). Customer shall not transfer a Product to any third party or affiliate of Customer unless: (i) RMG consents to the transfer in writing in advance; (ii) Customer keeps no copies of the Product and fully transfers the entire Product; and (iii) the recipient agrees in writing to be bound by the terms of this Agreement. If any part of the Product has been updated by RMG, then the transfer must include the most recent update and all prior versions. Unless expressly authorized by RMG in writing, Customer may only use each licensed copy of the Software to process Customer’s internal data or the data of its affiliates, not the data of third parties. Customer will not, and will not permit others to, send to RMG or otherwise use any Customer Materials in connection with this Agreement (including with, through or otherwise in connection with the Software or the RMG Content) that is illegal, immoral, obscene, threatening, libelous, is otherwise unlawful or tortious, is otherwise protected by any Intellectual Property Right or right of privacy, publicity, or personality of any third party, or for which it does not own or has not procured sufficient license, right, consent and permission to copy, disclose, store, broadcast, transmit, or otherwise use as contemplated by this Agreement.

5. TERM AND TERMINATION. Unless terminated according to this section, Customer’s License will be valid for the period specified on the order form for such License. Customer may terminate the License at any time for any reason by ceasing all use of the Products and returning the Products to RMG, and permanently destroying all copies of the Products in Customer’s possession or control. The License and Customer’s right to use the Products will terminate automatically if Customer fails to comply with any term of this Agreement. When the License or this Agreement is terminated, Customer must erase or destroy all components of the Products (including all copies of the Software), and stop using or accessing the Software. RMG may terminate this Agreement for convenience at any time without notice to Customer. Upon termination of this Agreement or the License, the following sections herein will survive: 3, 5, 6.3, 6.5, 6.6, and 7 – 11.

6. LIMITED WARRANTIES; DISCLAIMER.

6.1 Software Limited Warranty. RMG provides a limited warranty that, during the ninety (90) day period commencing on the date when Customer (or RMG personnel when installing on Customer’s behalf) downloads or otherwise installs or uses the Software, (i) the latest and current version of the Software will operate in substantial conformity with the then-current version of the applicable Documentation for such Software provided by RMG, and (ii) the Media on which the Software is provided will not, when provided to Customer, be damaged or in a physically defective condition. The foregoing limited warranty is subject to the following terms and conditions: (a) Customer is current on all, and there are no overdue amounts relating to any, license or other fees; (b) Customer provides all necessary cooperation and access to its personnel, records, systems, hardware, equipment and other resources for RMG to remedy the defective Software; and (c) breach of the limited warranty with respect to Software is not due to: (1) accident, abuse, or misapplication; (2) modification by anyone other than RMG; (3) any software, service, hardware, equipment or otherwise that is provided, developed, created, managed, licensed or owned by a third party; (4) usage of any Software in violation of the Documentation or this Agreement; (5) Customer’s failure to follow RMG’s instructions; (6) reasons beyond the control of RMG, including but not limited to a force majeure event; (7) Customer’s failure to install and use the most up-to-date version of the Software; (8) specifications, instructions, features, functions, designs or other elements provided by or requested by Customer; or (9) Customer’s or its users’ negligence or breach of this Agreement.

6.2 Breach of Software Limited Warranty. In the event of a breach of the limited warranty set forth in Section 6.1 herein, and provided that (i) Customer reports the nonconformity to RMG in writing, (ii) Customer has purchased support services from RMG, and (iii) the nonconformity is reproducible by RMG, then RMG will use commercially reasonable efforts to remedy the nonconformity in the Software in accordance with support service policies. The preceding remedy is Customer’s sole and exclusive remedy due to a breach of the limited warranty set forth in Section 6.1 of this Agreement.

6.3 Third-Party Software. The Third Party Software may be accessed, used or otherwise operated by Customer solely in conjunction with the Software and with RMG supplied hardware equipment. All such use of the Third-Party Software is subject to and controlled by the License use restrictions and all other provisions of this Agreement that are applicable to the Software. Third-Party Software warranty and support is only available from the Third-Party Provider licensor, except under separate agreement. RMG does not provide any services for Third-Party Software that is not owned by RMG, which falls only under the normal pass-through warranties provided by the Third-Party Provider licensor. RMG will pass-through to Customer any applicable Third-Party Software warranties from Third-Party Providers that RMG is legally able to transfer.

6.4 RMG Content Limited Warranty. RMG provides a limited warranty that it has the necessary rights to license the RMG Content (excluding any Customer Materials, Customer Content, or any other intellectual property provided by Customer) to Customer in accordance with this Agreement. Customer agrees that Third-Party Providers shall have no liability for the accuracy or completeness of the Third-Party Provider Content or for delays, interruptions, or omission in provision of Third-Party Provider Content. Customer agrees that any right or license of Customer to use Third-Party Provider Content is subject to termination in the event that the agreement between RMG and any of the Third- Party Providers is terminated for any reason. Customer acknowledges that any of the Third-Party Providers may have the right to terminate any portion of the RMG Content provided to Customer with or without notice and that neither any Third-Party Providers nor RMG shall have any liability in connection with such termination.

6.5 Customer agrees that, in connection with the Software, RMG may make use of any free, open source or other publicly available software (“FOSS”). CUSTOMER acknowledges and agrees that its use of the Software or any such FOSS is subject to the terms of the applicable FOSS license(s), and that it is responsible for its compliance with the terms of such FOSS license(s). Customer expressly acknowledges and agrees that, prior to copying, modifying, or distributing any FOSS, it will confirm that it has all necessary rights and permissions to do so from the applicable third party licensor (the “Licensor”), which confirmation may include obtaining a separate license from the Licensor expressly authorizing it to do so.

6.6 OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RMG AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. CUSTOMER AGREES THAT THE PRODUCTS ARE PROVIDED TO CUSTOMER “AS-IS” AND “AS-AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT. RMG AND ITS AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT THE PRODUCTS WILL MEET THE NEEDS OF CUSTOMER OR WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. WITHOUT LIMITING THE FOREGOING, RMG AND ITS LICENSORS MAKE NO, AND DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY THIRD PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO ANY THIRD PARTY SOFTWARE, THIRD-PARTY PROVIDER CONTENT, CUSTOMER MATERIALS, AND LOSS. RMG makes no representation as to the interoperability of the PRODUCTS with any third parties’ systems or software. Under no circumstances will RMG be liable for any DAMAGES OR Losses resulting from a cause over which RMG does not have control, including, without limitation, a Force Majeure Event, or failure of electronic or mechanical equipment or communications lines, network connectivity, telephone or other interconnect problems, unauthorized access, theft or operator error, or Customer’s failure to comply with its obligations under this Agreement. IN NO EVENT SHALL RMG HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR AVIATION, COMBAT, MEDICAL, LIFESAVING, LIFE SUSTAINING OR NUCLEAR APPLICATIONS.

7. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. IN NO EVENT WILL RMG BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY REFUND ELECTED BY RMG, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RMG BE LIABLE FOR ANY DAMAGES UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 AND IN OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH RMG WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

8. CUSTOMER WARRANTY AND INDEMNITY. Customer warrants that it will obtain all necessary licenses, permissions and/or other authorizations necessary to utilize, display and distribute any third party materials. Customer warrants that it will not use, or permit or cause anyone else to use, the Products in any manner that violates any third party’s intellectual property rights or in any unlawful manner.

Customer will indemnify, defend and hold harmless RMG, its affiliates and each of their respective officers, directors, employees, agents, successors and assigns (each, a “RMG Indemnitee”) from and against any and all losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs, fees or expenses of whatever kind, including, but not limited to, reasonable attorneys’ fees, incurred by any RMG Indemnitee, directly or indirectly, arising out of any claim, demand, suit, action, allegation, or any other proceeding (each, a “Claim”) related to or otherwise made in connection with: (A) the willful or negligent acts or omissions of Customer, its affiliates or any of their respective end users of the Products; (B) Customer’s breach of this Agreement, (C) the failure of Customer to hold all necessary rights to, and interest in, any properties, materials or information that Customer makes available to RMG to perform RMG’s obligations herein; (D) customized portions of the Software designed in accordance with written specifications provided by Customer; or (E) Customer’s use or incorporation of the Products with other software or products not provided by RMG or in a manner not approved by RMG.

9. DISPUTE RESOLUTION. Any claim, dispute, or controversy (“Claim”) arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Consumer Rules in effect at the time the Claim is filed (“AAA Rules”). The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver” immediately below.

Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

10. AUDIT. Customer agrees to maintain records documenting Customer’s compliance to the terms of this Agreement, including the number and location of the Licenses deployed hereunder. RMG reserves the right to periodically audit Customer’s records and the Products licensed hereunder to ensure that Customer is not in violation of this Agreement. All audits done by RMG, or a third party auditor under a duty of confidentiality, shall be done after Customer has been provided with prior written notice, and shall be performed during Customer’s standard business hours. The cost of any requested audit will be solely borne by RMG, unless such audit discloses an underpayment or amount due to RMG in excess of five percent (5%) of the License fees paid for the Product, in which case Customer shall pay the cost of the audit.

11. GENERAL TERMS

11.1 Relationship Between the Parties. In performance of this Agreement, RMG is acting as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties.

11.2 Law. This Agreement will be governed, construed and interpreted in accordance with the laws of the State of Texas, without reference to conflict of laws principles. The parties agree that their respective rights and obligations under this Agreement will be solely and exclusively as set forth in this Agreement, and that the 1980 United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act to this Agreement, whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified, will not apply to this Agreement and are hereby disclaimed. If Customer is a government entity or entitled to assert sovereign immunity or immunity under the Eleventh Amendment, Customer acknowledges that its obligations hereunder are of a commercial, non- governmental nature and accordingly waives any such immunity.

11.3 Force Majeure. Except for Customer’s payment obligations hereunder, each Party will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is attributable to a force majeure event, including without limitation: power or telecommunications failures, civil disturbances, industry-wide shortages of labor or materials, strikes, labor disputes, weather, natural disasters, acts of God, war, terrorism, embargoes, prohibitions or changes in applicable law or delays arising from compliance with any law, government regulation or other similar causes beyond its control.

11.4 Notice. All notices, demands and other communications shall be in writing and shall be deemed to have been given if delivered personally, or three days after mailing by certified mail (return receipt requested) or overnight carrier to the respective addresses listed below or to such other address as either Party may designate by providing notice in accordance with this Section 11.4:                   

If to RMG:    

RMG Enterprise Solutions, Inc.                         

15301 Dallas Parkway, Suite 125                       

Addison, Texas 75001                                        

Attn: Legal Department

E-mail Address: legal@Korbyt.com

If to Customer:   

To the Customer address listed on Customer’s ordering document (purchase order, formal agreement, etc.)

11.5 Severability/Waiver. If any provision(s) of this Agreement 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 be affected or impaired thereby. At any time, the failure or delay of either Party to enforce any of the provisions of this Agreement will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party later to enforce such provision. The express waiver by either Party of any provision of this Agreement will not constitute a waiver of any future obligation to comply with such provision.

11.7 Construction. The section headings contained in this Agreement are for reference purposes only and will not affect in any way affect the meaning or interpretation of this Agreement. The words “include” or “including” when used herein are not exclusive and mean “include, without limitation” and “including, without limitation,” respectively. The parties and their respective counsel have had an opportunity to fully negotiate this Agreement. Accordingly, this Agreement will not be construed against any party as the principal draftsperson hereof.

11.8 Remedies. Except as otherwise provided herein, the remedies reserved by either party in this Agreement shall be cumulative and in addition to any other remedies provided in law or equity. Customer agrees that if any provision of this Agreement is breached, a remedy in law may be inadequate and, therefore, without limiting any other remedy available at law or equity, an injunction, specific performance or other form of equitable relief or money damages or any combination thereof shall be made available to the RMG. RMG shall be entitled to recover the cost of enforcing this Agreement, including, without limitation, reasonable attorney’s fees.

11.9 No Assignment. Customer may not assign, sell, transfer, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of RMG, and the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Subject to the foregoing, this Agreement will be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, nothing in this Section shall prevent RMG from engaging third party subcontractors in the performance of its obligations under this Agreement.

11.10 Export Administration. Customer will comply fully with all relevant export laws and regulations of the United States, including without limitation the U.S. Export Administration Regulations (collectively “Export Controls”). Without limiting the generality of the foregoing, Customer will not, and shall require its representatives not to, export, direct, or transfer any of the Products or any direct product thereof to any destination, person, or entity restricted or prohibited by the Export Controls.

11.11 Third Party Beneficiaries. Customer acknowledges and agrees that all Third Party Providers shall be third party beneficiaries to this Agreement. Such Third Party Providers may seek any legal remedy to enforce their rights, including but not limited to their Intellectual Property Rights, directly against Customer.

11.12 Confidential and Proprietary Information. RMG may disclose to Customer information considered to be confidential and/or proprietary information of RMG (“Proprietary Information”). Information shall be considered Proprietary Information if clearly marked “Confidential” or “Proprietary” or the like or if the disclosure is oral, when identified at the time of disclosure. Customer shall protect RMG’s Proprietary Information with at least the same degree of care that it regularly uses to protect its own Proprietary Information from unauthorized use or disclosure, but in no event with less than reasonable care. The confidentiality obligations imposed by this Agreement shall not apply to any Proprietary Information that: (A) is or (through no improper action or inaction by Customer) becomes part of the public domain; (B) was lawfully in the possession of or known by Customer on a non-confidential basis at the time of disclosure by RMG; (C) was received on a non-confidential basis from a third party having a lawful right to disclose such information; or (D) was independently developed by Customer without reference to or use of the Proprietary Information as demonstrated by Customer’s records to RMG’s reasonable satisfaction. Customer’s obligations under this Section 11.13 shall continue until one of the exceptions listed above in this Section applies to that specific Proprietary Information.

11.13 Entire Agreement. This Agreement, together with all attachments hereto, and all documents referenced herein, each of which is incorporated herein for all purposes, represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements, authorizations, negotiations, or proposals, with respect to the subject matter of this Agreement. The parties agree that any other terms or conditions included in any quotes, acknowledgments, confirmations, purchase orders or other forms utilized or exchanged by the parties shall not be incorporated herein or be binding unless expressly agreed upon in writing by authorized representatives of the parties.