Reseller Terms and Conditions - US | Digital Signage Software | Workplace Management

Last Updated: February 18, 2025

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. This Reseller Agreement (this “Agreement”) describes the terms under which RMG Enterprise Solutions, Inc. dba Korbyt (“RMG“) authorizes a Reseller (defined below) the right to Resell Products. Reseller agrees to comply with and to be bound by the terms of this Agreement, including the policies and guidelines linked to (by way of the provided URLs) from this Agreement.

This Agreement is incorporated by reference into each Order executed by Reseller. RMG may amend this Agreement at any time in its sole discretion, effective upon posting the amended Agreement at the domain or subdomains of https://www.gokorbyt.com/legal/ where the prior version of the Agreement was posted, or by communicating these changes through any written contact method RMG has established with Reseller.

The Parties agree to the following:

TERMS AND CONDITIONS

1. DEFINITIONS: For the purpose of this Agreement, certain terms have been defined below:

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this Agreement, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2 “Claim” means any claim, demand, suit, action, allegation, or any other proceeding.

1.3 “Content” means all content in text, graphic, animation, video, or any other form owned by RMG or licensed to RMG by third parties that is used in connection with the Hardware, Software, Subscription Services, Professional Services, or Support.

1.4 “Customer(s)” means the person or legal entity that acquires Products from Reseller or a Reseller Affiliate for its internal business use and not for resale.

1.5 “Direct Products” means Hardware, Content, Subscription Services (including Hybrid), Software, and Professional Services (including deliverables) that are Korbyt-branded and offered for sale by RMG as set forth on the applicable Order.

1.6 “Resale” or “Resell” means the sale of Products by Reseller to Customers in accordance with this Agreement.

1.7 “Documentation” means RMG’s manuals (printed or electronic) containing installation and/or operating instructions and technical specifications that RMG or its suppliers generally make available to users of Products, specifically excluding sales and marketing materials.

1.8 “Effective Date” means the effective date set forth on the cover page.

1.9 “Hardware” means the physical devices purchased from RMG by Reseller pursuant to this Agreement. For purposes of any warranty plan, Hardware will only mean RMG manufactured products and does not include Third-Party Products.

1.10 “Hardware Extended Warranty Plan” means a plan as described in Exhibit A which is available to a Reseller for an additional charge for up to three years from the date of Hardware purchase by which, if purchased, Customer can extend certain repair or replacement services from Reseller for Customer’s Hardware, and by which RMG supports Reseller’s efforts.

1.11 “Hybrid Subscription” means Subscription Services combined with a component of Korbyt Software provided by RMG to Customer residing on Customer’s on-premise or private cloud server(s) which interfaces with the Korbyt Platform during the applicable Subscription Term.

1.12 “Korbyt Platform” means RMG’s online, subscription and cloud-based application and platform branded as Korbyt.

1.13 “RMG Policies” means all RMG policies and programs applicable to Resellers as amended from time to time at RMG’s discretion.

1.14 “RMG Sourced Customer” means a Customer opportunity that has not been previously registered and approved in RMG’s Partner Portal.

1.15 “License Term” means the period of time specified in an Order that Customer has the right to use the Software and includes any Renewal Terms.

1.16 “Opensource Software” means any free, opensource or other publicly available software.

1.17 “Order” means an ordering document executed by the Reseller, which incorporates by reference the terms of this Agreement, identifies the Products ordered by Reseller, sets forth the prices for the Products and contains other applicable information, terms, and conditions as required by RMG.

1.18 “Product(s)” means any Direct Products and Third-Party Products provided under this Agreement.

1.19 “Professional Services” means services relating to data integration, programming, installation, configuration, training, implementation, and fulfillment of any support requirements to a Customer not delegated to or performed by Reseller, consulting or other professional services provided by RMG.

1.20 “Reseller” means the person or entity identified on the first page of this Agreement.

1.21 “Software” means computer programs in object code form or firmware and consisting of machine-readable instructions, its components, data, audio-visual content (such as images, text, recordings, or pictures) and related licensed materials including all whole or partial copies.

1.22 “Subscription” means the limited, non-exclusive, revocable, non-sublicensable, non-transferable right for Customer to access and use the Subscription Services for its internal business purposes during the Subscription Term, which shall be subject to this Agreement and the End User Agreement (defined in Section 4.3).

1.23 “Subscription Services” means RMG’s provision and management of the Content and Subscription-based services, including all components thereof, described in the applicable Order that are provided for a particular Subscription Term.

1.24 “Subscription Term” means the period of time specified in an Order that Customer has the right to use the Subscription Services and includes any renewals of such Subscription Term.

1.25 “Support” has the meaning stated in Section 5.1.

1.26 “Supported Configuration” means those minimum requirements or practices as defined by RMG for the installation, maintenance and/or management of Products provided under this Agreement.

1.27 “Third-Party Products” means Hardware and Software that are designed and manufactured by parties other than RMG or its Affiliates.

2. RESELLER AUTHORIZATION

2.1 Authorization. Subject to the terms and conditions of this Agreement, RMG authorizes Reseller to purchase Products specified on an Order for Resale to Customers.

2.2 Non-Exclusivity. Reseller agrees and acknowledges that this Agreement does not grant any exclusive rights to Reseller in the Products. RMG expressly reserves the right to contract with others, or to act on its own or through its Affiliates, to market, sell, and sub-license and/or service the Products and Professional Services.

2.3 Reseller Portal. At such times as RMG maintains a website for the use of its Resellers that enables RMG to communicate with Resellers, RMG may limit, change, or discontinue such Reseller website at any time, and may limit or revoke the privileges to access and use such website of any Reseller at its sole discretion. Reseller shall strictly follow all security and authentication procedures for such website, shall not permit access or use by any persons other than its employees with a need for access during performance of this Agreement.

3. ORDERS AND DELIVERY

3.1 Issuance. During the Term (defined below), Reseller shall execute RMG’s standard Order for Products, specifying (i) the Products to be delivered to Reseller, (ii) the specific quantities of such Products, (iii) the desired shipment dates of Hardware by RMG (the “Shipping Dates”), (iv) the Customer name and address, and (v) the authorized representative of Reseller placing such Order. In the event of a conflict between any provision of this Agreement and any Order, this Agreement shall control, and no provision of any Order or other written or verbal communication between the Parties shall be effective to amend this Agreement except by signed, mutual agreement of the Parties.

3.2 Acceptance. No Order shall be binding upon RMG until accepted by RMG in writing; however, any failure by RMG to execute and return an Order shall not relieve Reseller of any obligation under this Agreement relating to Products provided by RMG to meet such Order. Partial shipment of an Order shall not constitute acceptance of the full Order, and RMG reserves the right, for any reason or for no reason whatsoever, to reject, by action or inaction, any Order received from Reseller. Purchase orders will not be accepted as Orders. Notwithstanding the foregoing, RMG may, at its sole subjective discretion, accept Reseller’s purchase order in lieu of an Order provided that such purchase order meets the requirements of Section 3.1. Any such purchase order shall be governed by this Agreement. All pre-printed or standard terms of any Reseller purchase order or other business processing document are hereby rejected and will have no force or effect. RMG reserves the right, for any reason or for no reason whatsoever, to reject, by action or inaction, any purchase order received from Reseller. Any purchase order accepted by RMG shall be considered an “Order” under this Agreement.

3.3 Changes and Cancellations. Reseller shall not cancel or make any changes to any Order, including any change to the requested method of shipment, packaging, or place of delivery without the written consent of a duly authorized representative of RMG in each instance. On a case-by-case basis, RMG may, at its sole discretion, accept Order cancellation or reductions, subject to thirty percent (30%) or greater restocking fee, at RMG’s sole discretion.

3.4 Returns. Except with respect to Hardware returned to RMG pursuant to the applicable warranty, there shall be no right granted to any person to return to RMG any Products purchased by Reseller hereunder other than as provided in this Agreement and its Exhibits. Subscription Services and Software licenses may not be cancelled or terminated prior to the expiration of the applicable Subscription Term or License Term, as applicable.

3.5 Discontinuation. RMG may discontinue or replace a Product at any time.

4. RESELLER RESPONSIBILITIES

4.1 Generally. Reseller shall exercise diligent efforts to achieve sales of the Products. Reseller shall employ a competent sales organization and provide appropriate facilities, tools, services, and equipment to Resell the Products. Reseller shall perform or comply with the terms and conditions specified in any RMG Policies, discount or promotional program or as may otherwise be specified in writing by RMG and meet any specific eligibility or certification requirements that RMG may establish for a designated Product as well as comply with and meet or exceed all applicable industry and legal standards for sales and support of the Products Reseller Resells hereunder. Reseller will be responsible for customer satisfaction for all Reseller activities with its Customers. Reseller will promptly make available to RMG, documents that Reseller is required to maintain under this Agreement. Reseller assumes full responsibility for the marketing and sale of the Products.

4.2 Sales to Customers. Reseller shall sell the Products directly to Customers and not to resellers or distributors, and any such sales made by Reseller to parties other than the Customer without the express written consent of RMG shall be deemed a material breach of this Agreement. Reseller shall be solely responsible for all aspects of the sale of the Products to Customers, including meeting delivery schedules and collecting payment.

4.3 Compliance with Laws. Reseller shall comply at all times, at its own expense, with all applicable laws, ordinances, regulations and codes, including procurement of any required permits or certificates applicable to Reseller’s performance of this Agreement and shall at all times refrain from engaging in any illegal, unfair, unethical or deceptive business practices. Reseller acknowledges that any Products or technical information disclosed hereunder are subject to U.S. and non-U.S. export laws and regulations and any use or transfer thereof must be made in compliance with such regulations. Reseller shall not transfer, directly nor indirectly, any Product, or technical data furnished under this Agreement to any country without first obtaining all required licenses or other governmental approvals and otherwise complying with all applicable export control laws.

4.4 Products from Third Parties. Any decision by Reseller or a Customer to acquire or use Third-Party Products is, as between RMG and Reseller, Reseller’s sole responsibility, even if RMG provided assistance in identification or evaluation of such Third-Party Products. RMG IS NOT RESPONSIBLE FOR, AND WILL NOT BE LIABLE FOR, THE QUALITY OR PERFORMANCE OF SUCH THIRD-PARTY PRODUCTS. FURTHERMORE, RMG IS NOT RESPONSIBLE FOR THE CONTINUED SUPPLY OR SUPPORT OF SAID THIRD-PARTY PRODUCTS.

4.5 Other Instruments. Upon RMG’s request, Reseller shall execute and deliver any further legal instruments and perform any reasonable acts that are or may become necessary to effectuate the purposes of this Agreement.

4.6 Customer Information. Reseller agrees to provide RMG with information about Reseller’s Customer(s) and their purchases and installation of Product(s) as set forth in any RMG Policies or as otherwise required by RMG.

5. SUPPORT

5.1 Support Packages. At no additional charge, RMG agrees to provide Support (and, for term Software licenses, Maintenance) per the terms of the relevant End User Agreement. Additional support packages are available for purchase. If Customer purchases additional Support packages from Reseller, Reseller shall purchase additional Support packages from RMG at the then-current list price for such Support packages. Reseller shall set the resale price of Support to the Customer at its discretion.

5.2 No Support for Third-party Products. For the avoidance of doubt, Support does not apply to Third-party Products. Any technical support for the Third-Party Products shall be provided in accordance with the technical support offering and requirements of the applicable Third-Party Product manufacturer.

5.3 Hardware. For Hardware that is a Direct Product, Reseller may offer Hardware Extended Warranty Plans to its Customers consistent with the terms of Exhibit A.

5.4 Supported Configuration. Where RMG identifies the Supported Configuration to Reseller, and, as applicable, its Customers, (including https://kb.korbyt.com/article/korbyt-onprem-hardware-software-minimum-requirements/), Reseller is required to cause its customers to adhere to such stipulation. Failure to do so could result in RMG declining Technical Support because the customer installation is a “Non-Supported Configuration.”

5.5 Remote Access for Technical Support. Reseller shall arrange with Customers to provide direct RMG access, via VPN or other remote connection means, to a Customer’s Hardware or its computer system to which the Hardware is connected, or as applicable to Customer’s site when requested for troubleshooting purposes and for the delivery of Product as required. Where a Customer refuses for valid reasons to allow remote access, Reseller and RMG shall make alternative arrangements for servicing that Customer, including where necessary onsite Professional Services, provided that Customer is informed of and agrees to pay Reseller’s (and if applicable, RMG’s) charges for such alternative.

5.6 Feedback. Reseller shall promptly notify RMG of any problems encountered regarding the function or operation of the Products and shall inform RMG of any resolutions or suggestions to address such problems or to otherwise modify, redesign or improve the Products. As between Reseller and RMG, all Feedback is the exclusive property of RMG, and Reseller hereby assigns to RMG all Feedback, at no cost to RMG. “Feedback” shall mean any and all oral and written test results, error data, reports or other information, feedback, testimonials, referrals, field trial reports, or materials made or provided by Reseller or any Customer, employee or agent of Reseller to RMG or RMG’s designates, to the extent relating to the Products, any other RMG Products (released or unreleased) or any other Confidential Information disclosed to Reseller by RMG hereunder, including without limitation, feedback on Product features and usability.

6. PAYMENT AND COSTS

6.1 Prices and Discounts. Reseller shall exclusively determine the resale price of any Products between Reseller and its Customers. Reseller shall pay RMG for the Products in accordance with RMG’s price list in effect at the time of acceptance of an applicable Order, in U.S. Dollars. RMG shall have the right to alter its list prices, provided that previously accepted Orders shall be unaffected by any such change. In the event of any price decrease by RMG, all Orders placed by Reseller and accepted by RMG prior to the effective date of any price decrease shall continue to be controlled by the pricing in effect at the time that the Order was accepted. Reseller shall be responsible for all freight, duty, customs, shipping, and handling charges, including insurance for Products. Reseller may make arrangement to pay for third- party freight pickup and delivery by nominating a preferred carrier and method at least five (5) business days in advance of the applicable Order, subject to RMG’s approval. Each Party is responsible for its own expenses in meeting its obligations under this Agreement. Except as otherwise specified in an Order, (i) Subscription fees are based on Subscriptions purchased and not actual usage, (ii) Subscription Services and Software licenses and the related payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term or License Term.

6.2 Invoices. RMG will invoice Reseller for (i) Hardware fees upon shipment of applicable Hardware; (ii) Subscription fees for Subscription Services annually in advance of each year of the Subscription Term; and (iii) license fees for Software licenses annually in advance. Professional Service fees will be invoiced as follows: (A) fixed price fees will be invoiced in advance of performance, and (B) time and materials, milestone, or other fees, will be invoiced monthly (for time and materials) or upon meeting a milestone (for milestone-based fees). Any down payment required by RMG shall be invoiced upon receipt by RMG of the relevant Order. Reseller shall pay all fees due within thirty (30) days after the date of receipt of the applicable invoice.

6.3 Late Payments. If the Reseller fails to make payment in full on the due date, the whole of the balance of the price of the Order then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to RMG, RMG shall be entitled to: (i) terminate this Agreement or any Order or suspend any further deliveries of Product(s) (whether ordered under the same Order or not) to the Reseller; (ii) charge interest on the amount outstanding from the due date to the date of receipt by RMG (whether or not after judgment), at the monthly interest at the lesser of one and one-half percent (1.5%) or the maximum rate permitted by applicable law; and/or (iii) in RMG’s sole subjective discretion, take its own action to collect sums due from Reseller to RMG from the relevant Customer.. All sums payable to RMG under this Agreement shall become due immediately on its termination, despite any other provision of this Agreement. This Section is without prejudice to any right to claim for interest under the law, or any right under the If Reseller fails to pay any due and payable amounts on the due date, Reseller shall be deemed to be in material breach hereunder. Notwithstanding the foregoing, if any such dispute under Section 6.4 is determined to be invalid, all unpaid amounts under such invoice, plus interest as provided in this Section 6.3, shall be immediately due and payable.

6.4 Disputed Amounts. Reseller may reasonably and in good faith dispute an invoiced amount within thirty (30) days after the invoice date, provided that Reseller shall promptly pay the undisputed portion of the invoice pursuant to Section 6.2 and may only withhold payment of the disputed portion until the dispute is resolved. The Parties shall negotiate in good faith to resolve any payment dispute within forty-five (45) days. Reseller agrees that any billing discrepancies or disputes not brought to the attention of RMG within thirty (30) days after the invoice date will be and are hereby waived and the invoiced amount will be deemed to be correct.

6.5 Taxes. All payments shall be paid in U.S. Dollars. Any taxes, duties, excises, or tariffs imposed on costs and fees paid under this Agreement shall be the responsibility of Reseller. Reseller shall indemnify, defend, and hold RMG harmless for any failure by Reseller to timely remit any taxes for which it has responsibility pursuant to this Section 6.5. If RMG is required by law to directly pay any such taxes, fees, excises, tariffs or other charges, Reseller shall promptly reimburse RMG upon RMG’s presentation to Reseller of documentation evidencing such payment.

7. PROPIETARY RIGHTS

7.1 RMG’s Rights. Reseller acknowledges and agrees that (a) RMG owns, without limitation, all right, title and interest to all patent, copyright, trademark, trade name, trade secret and other intellectual property rights relating to the design, manufacture, operation or service of the Direct Products, (b) the applicable manufacturer owns, without limitation, all right, title and interest to all patent, copyright, trademark, trade name, trade secret and other intellectual property rights relating to the design, manufacture, operation or service of the Third-Party Products, (c) and that Reseller shall not, by virtue of its purchase of the Products or otherwise, obtain any right, title or interest in or to such intellectual property rights other than as expressly authorized and only for the specific purposes set forth herein. Reseller acknowledges that the purchase of any Products by Reseller under this Agreement shall not convey any license, expressly or by implication, to manufacture, duplicate, or otherwise copy or reproduce any of the Products. Reseller shall take all necessary steps, as determined by RMG in its sole discretion, to inform its Customers of RMG’s and manufacturer’s rights pursuant to this Section 1 and to ensure compliance hereunder and shall promptly notify RMG upon Reseller’s discovery of any infringement of RMG’s or manufacturer’s proprietary rights.

7.2 End User Agreements. Unless a Customer has separately executed a master agreement with RMG intended to govern the use of the relevant Products to be provided to such Customer by Reseller, Reseller agrees to cause each Customer who purchases Products hereunder to affirmatively agree to be subject to and comply with the applicable End User Agreement as specified below based on the Product(s) to be provided to such Customer:

7.2.1 For Subscription Services other than Hybrid: gokorbyt.com/legal/reseller-subscription-terms (the “Subscription End User Agreement”);

7.2.2 For Hybrid Subscription Services: gokorbyt.com/legal/reseller-subscription-hybrid (the “Hybrid End User Agreement”); or

7.2.3 For term Software licenses: gokorbyt.com/legal/reseller-license-term-us (the “Term License Agreement”);

or to any replacement or alternative written agreement posted by RMG on www.gokorbyt.com/legal or a subdomain thereof (each or the agreements to be referred to generically as an “End User Agreement”). Reseller shall ensure its contract with each Customer makes RMG an intended third-party beneficiary of the terms thereof. In the event a Customer has Ordered a Third-Party Product from Reseller, Reseller shall cause such Customer to agree to the applicable manufacturer’s standard end-user agreement. Any breach by Reseller of the above requirements shall be considered a material breach of this Agreement. In the event that Customer has issued a purchase order applicable to the subject sale of Subscriptions that contains terms or conditions inconsistent with the provisions of the relevant End User Agreement, such inconsistent terms and conditions shall be considered as null and void and without effect.

7.3 No Decompilation or Reverse Engineering. Reseller shall not, and shall not permit any Customer or third party to, decompile, reverse-engineer or copy, in whole or in part, the object code of any Product. Reseller shall not make available to any third party any source code versions of any Product. Reseller agrees to abide by any additional restrictions placed upon the use and distribution of the Third-Party Products made by such Third-Party Product’s manufacturer.

7.4 Proprietary Marks. For purposes of this Agreement, “Marks” means any trade name, trade or service marks, logos, graphical devices, or Uniform Resource Locators (“URL”) in text or numeric form owned or used on or in association with the Products and Professional Services by RMG. On all copies of the Products, Reseller shall reproduce all copyright notices or other proprietary Marks in a form approved by RMG. Reseller may not, without the prior written consent of RMG, co-brand or otherwise add any branding or marking to the Products or their packaging or in any advertising or promotional materials, unless effected pursuant to RMG’s then-current branding and marketing guidelines and with the prior written consent of RMG. Reseller may, during the Term, use the applicable trademarks and trade names for the Products as provided to Reseller by RMG solely in furtherance of the sale, advertisement or promotion of the Products by Reseller, and RMG hereby grants to Reseller a non-exclusive, non-transferable, revocable license to use such provided trade names and trademarks in the normal course of marketing and selling the Products hereunder and strictly in accordance with RMG’s then-current guidelines for such use; provided, however, that Reseller agrees not to use RMG’s name in any manner which would misrepresent the relationship between Reseller and RMG. If RMG changes or ceases use of any of its Marks licensed to Reseller, Reseller shall promptly remove and, if applicable, replace such mark upon receipt of notice from RMG of such change or cessation. Upon the earlier of (i) RMG’s written notice to Reseller or (ii) the termination of this Agreement, the license granted under this Section 3 shall immediately terminate and Reseller shall promptly (A) cease use of all such trade names and trademarks; (B) return or destroy, at RMG’s option, all marketing materials provided by RMG to Reseller; and (C) remove and destroy any other material identifying Reseller as a Reseller of RMG’s products or otherwise displaying or using any such trade names or trademarks.

7.5 Limitation of Government Rights. If the Products, or any portion thereof, are to be provided to a government agency or acquired pursuant to a government contract or funds, Reseller shall ensure that the relevant End User Agreement is incorporated into any relevant proposals and contracts such that it is to be agreed to by the relevant government entity. If the Products are being provided to, or acquired by, a government other than the United States, Reseller shall ensure that RMG’s rights in the Products are protected to the maximum extent possible, but in no event less than the standard of protection that RMG would be afforded under US laws and regulations. Compliance with this Section 4, including the fulfillment of any governmental requirements to obtain such protection, is Reseller’s sole responsibility and obligation, and in no event shall RMG be obligated to take any action to be afforded such protection.

7.6 Enforcement. In the event of any prosecution of any litigation for violation or infringement of RMG’s rights, including but not limited to the enforcement of RMG’s rights in Direct Products, Reseller shall provide to RMG such assistance as may be reasonably required.

8. RECORD KEEPING AND AUDITS

8.1 Records. Reseller shall keep full, true, and accurate records and accounts, in accordance with generally accepted accounting principles, of each Product purchased and Resold, of all Subscriptions, and of all Products used to provide support, including information regarding compliance with the terms of this Agreement and any RMG Policies. RMG may from time to time audit the information that Reseller is obligated to provide to RMG under this Agreement and otherwise verify Reseller’s compliance with the terms and conditions of this Agreement and any RMG Policies. At RMG’s option, any audits conducted by RMG pursuant to this Section 8 may be conducted by personnel of RMG or its Affiliates or agents. Reseller shall reasonably cooperate with RMG and any RMG Affiliates or agents conducting the audits and will make the information and resources reasonably required to conduct the audit available on a timely basis. RMG shall give Reseller reasonable written notice of any audit, but in no event less than five (5) days, prior to such audit. RMG shall conduct such audits during normal business hours for the applicable location. Unless otherwise agreed in writing by the Parties, Reseller shall use commercially reasonable efforts to provide access to information or documentation it is obligated to provide under this Agreement within five (5) days of Reseller’s receipt of RMG’s request for such information or documentation. RMG will pay all costs and expenses associated with any audit initiated by RMG; provided, however, Reseller will reimburse RMG for all of RMG’s reasonable expenses of such audit if as a result of such audit: (1) Reseller is found to be in breach of this Agreement, or (2) RMG discovers Reseller’s under payment of fees by more than five percent (5%). Reseller will immediately, but in no event more than thirty (30) days after discovery of an under payment, pay to RMG the amounts corresponding to such under payment together with simple interest at a rate equal to the higher of one percent (1%) per month or the highest rate permitted by applicable law.

8.2 Cooperation. Reseller shall offer its full cooperation to RMG and provide all information requested for Subscription, reporting, and recordkeeping requirements (to include but not limited to Customer information prior to the commencement of any resale) to allow RMG to meet all trade compliance requirements. RMG may directly contact any Customer at any time in order to verify and/or inform Customers about Resellers’ compliance or non-compliance with Agreement and the RMG Policies.

8. TERMS AND TERMINATION

9.1 Term. This Agreement shall be effective as of the Effective Date and shall remain in effect for the initial term as set forth on the cover page. If no term is set forth on the cover page, then the initial term shall be one (1) year. Thereafter, this Agreement shall automatically renew for subsequent one-year terms, unless either Party provides written notice to the other of its desire not to renew no later than thirty (30) days prior to the expiration of the then-current term (collectively, with the initial period, the “Term”). The termination or expiration of this Agreement will not terminate existing, RMG-accepted Orders for Subscription Services, each of which will survive until the end of their applicable Subscription Terms, and the terms and conditions of this Agreement and the End User Agreement will continue to apply to such Orders.

9.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days written notice to the other; provided, however, that such termination shall not affect Orders placed and accepted prior to the effective date of termination.

9.3 Termination for Insolvency. Each Party may immediately terminate this Agreement by written notice to the other Party if the other Party (i) becomes insolvent or makes a general assignment for the benefit of creditors; (ii) files a petition for bankruptcy or has filed against it a petition for bankruptcy which is not dismissed within twenty (20) days; or (iii) proposes any dissolution or becomes involved in legal, financial or reorganization proceedings that interfere with the performance and satisfactory completion of the other Party’s obligations hereunder.

9.4 Termination for Breach. Either Party may terminate this Agreement, and any Order hereunder, immediately upon written notice to the other Party in the event that the other Party is in material breach or default under this Agreement or any Order, and fails to remedy such breach within thirty (30) days of notice thereof from the non-breaching Party, including, without limitation, where RMG is the non-breaching Party, any failure by Reseller to fulfill its payment obligations pursuant to Section 6 or if Reseller engages in any conduct which, in RMG’s sole subjective discretion, poses a business risk to RMG.

9.5 Obligations Upon Termination. In the event of any expiration or termination under this Section 9, Reseller shall accept delivery for Products and promptly pay for all amounts owed under any Order accepted by RMG prior to the effective date of termination. Should RMG terminate this Agreement pursuant to Section 3 or Section 9.4, Reseller’s acceptance of such Products shall be without the benefit of any inspection and acceptance rights arising under Section 3.6 and all amounts owed by Reseller hereunder shall become immediately due and payable.

9.6 Inventory Repurchases. Should RMG terminate this Agreement pursuant to Section 3 or Section 9.4, RMG may, at its sole option, repurchase all new, unused, saleable condition Products purchased by Reseller under this Agreement at the then-current discounted price applicable to such Products. Reseller shall ship such Products, at RMG’s cost and expense, to an address specified by RMG. The risk of loss in respect of such repurchased Products shall pass to RMG at such time as the Products arrive and are accepted by RMG at such address.

9.7 Survival. Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including, without limitation, Sections 1, 5.5, 6, 7, 8, 9.5, 9.7, 9.8, 10, 11.6, 12.4, 13, 14, and 15, shall survive any termination or expiration of this Agreement and continue in full force and effect.

9.8 No Liability. RMG shall not be liable to Reseller for any damages or liabilities whatsoever, including, without limitation, damages for lost profits or loss of business, either present or future, arising out of the termination of this Agreement for any reason or for no reason whatsoever.

10. CONFIDENTIALITY

10.1 Definition of Confidential Information. “Confidential Information” shall mean all information, technical data or know-how, in whatever form, which the disclosing Party (or an Affiliate of a Party) (the “Discloser”) transmits to the receiving Party (or an Affiliate of such Party) (the “Recipient”) in any manner, even if disclosed to Recipient prior to the Effective Date, relating to the properties, business activities or operations of Discloser, including, without limitation, (i) all information of Discloser disclosed in writing or other tangible form and that is plainly marked by Discloser as “confidential” or “proprietary” or other similar wording, including, without limitation, all customer data and information, trade secrets, patents, specifications, know-how, designs, drawings, sketches, models, notes, documents, samples, reports, plans, forecasts, methods of doing business, current or historical data, computer software and programs, codes and all other technical, financial or business information; (ii) all information of Discloser that is not known to the public, without regard to the form in which such information is disclosed; (iii) any and all of the foregoing which is prepared by Recipient or its employees or agents that contains, reflects or is based upon, in whole or in part, any of the Confidential Information; (iv) the contents of discussions and negotiations between the Parties concerning this Agreement, and the content of the Agreement between the Parties itself; (v) Feedback; and (vi) any information or materials that, under the circumstances of disclosure, would reasonably be expected or understood to be confidential. Confidential Information shall not include information that Recipient can demonstrate: (A) is or (through no improper action or inaction by Recipient or any Affiliate, agent, consultant or employee of Recipient) becomes available to the general public without restriction; (B) was lawfully in the possession of or known by Recipient on a non-confidential basis at the time of disclosure by Discloser; (C) was received on a non-confidential basis from a third-party that to the Recipient’s knowledge had a lawful right to disclose such information; or (D) was independently developed by Recipient without reference to or use of Discloser’s Confidential Information.

10.2 Non-Disclosure and Use. Recipient shall not use the Confidential Information of Discloser for any purpose other than in furtherance of this Agreement. Recipient shall not disclose Discloser’s Confidential Information to any person or entity other than Recipient’s employees, agents, advisors, and representatives with a need to know the Confidential Information in order to carry out the purpose of this Agreement and who agree to be bound by Recipient’s obligations under this Agreement with regard to nondisclosure and use of such Confidential Information (each a “Representative”). Recipient agrees that it (and that its employees, Affiliates, agents, or Representatives) shall not reverse-engineer, decompile or disassemble any part of, or remove any proprietary marking from, Discloser’s Confidential Information.

10.3 Care. Recipient shall use at least the same degree of care to safeguard and to prevent disclosure to third parties of Confidential Information as it employs to safeguard its own information of a similar nature, but in no event less than reasonable care. Recipient shall promptly (i) notify Discloser in writing of the details and circumstances of any unauthorized disclosure, misuse or misappropriation of any of Discloser’s Confidential Information (an “Unauthorized Use”) which may come to Recipient’s attention; (ii) use best efforts to rectify or cure such Unauthorized Use and retrieve any such disclosed Confidential Information; and (iii) use best efforts to provide assistance to and cooperate with Discloser to rectify or cure such Unauthorized Use and to prevent further Unauthorized Use.

10.4 Mandatory Disclosure. If Recipient becomes legally compelled to disclose any of Discloser’s Confidential Information, Recipient shall, if lawfully permitted to do so, promptly notify Discloser of such requirement before any disclosure is made so that Discloser may seek a protective order or other appropriate remedy limiting disclosure or use of such information; and (ii) provide reasonable assistance to Discloser to seek such remedy at Discloser’s expense. If such protective order or other remedy is not obtained, Recipient may furnish only that portion of such Confidential Information that, in the written opinion of its legal counsel, it is legally required to disclose, and Recipient agrees to make commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information.

10.5 Ownership. Discloser will retain the title and full ownership rights to its Confidential Information. No license, express or implied, in Confidential Information is granted to Recipient other than to use the information in the manner and to the extent authorized herein.

10.6 Return of Confidential Information. Upon the written request of Discloser, all of Discloser’s Confidential Information in tangible form shall be, at Discloser’s sole discretion, either promptly returned to Discloser or promptly destroyed by Recipient, and in either case not retained by Recipient or its Affiliates in any form. Notwithstanding anything to the contrary contained herein, Recipient’s legal department may retain an archival copy of all or any portion of Discloser’s Confidential Information to the extent required by applicable law or regulation or for the purpose of defending or prosecuting claims relating to this Agreement. The rights and obligations of the Parties regarding the non-disclosure and use of Confidential Information exchanged under this Agreement will survive any return, retention, or destruction of any Confidential Information.

10.7 Remedies. The Parties acknowledge and agree that money damages would not be a sufficient remedy for any breach of this Section 10, and that any such breach may cause immediate and irreparable harm. Accordingly, each Party agrees that, in the event of any breach or threatened breach of this Section 10 by Recipient, Discloser shall be entitled, in addition to all remedies otherwise available at law or in equity, to seek injunctive relief and specific performance (without the necessity of proving actual damages or posting a bond, cash or otherwise.

11. WARRANTY

11.1 RMG Warranties. RMG warrants (i) Hardware, excluding Third-Party Products, purchased by Reseller in accordance with the applicable limited warranty and warranty period stated in Exhibit A, and (ii) Subscription Services in accordance with the limited warranty set forth in the End User Agreement; provided, however, that (iii) all such warranties shall apply only to Direct Products that are purchased by a Customer from Reseller. Such limited warranties are non-transferable and shall not apply to used or refurbished products. RMG does not guarantee the results of any of its marketing plans or programs.

11.2 Reseller Warranties to Customers. Reseller shall be responsible for any warranty of any nature offered to Reseller’s Customers with obligations different from those rights and remedies described in Exhibit A or the End User Agreement, as applicable. RMG’s sole obligations to Reseller are the warranties in Exhibit A and the End User Agreement, as applicable.

11.3 Third-party Product Warranties. For Third-Party Products, RMG provides no warranty, and the only warranty would be the applicable limited warranty for the Third-Party Products in effect at the time of shipment or as otherwise provided by such Third-Party Product’s manufacturer.

11.4 Warranty Procedures. RMG or its authorized service center will test returned Direct Products. If such Products are found to perform as warranted, they will return the Direct Products to Reseller and Reseller will pay to RMG all shipping costs and the no trouble found fee as set forth in the warranty and/or any RMG Policies.

11.5 Out-of-Warranty Product Repairs. RMG’s authorized repair center shall independently provide Resellers with out-of-warranty repair services that are available at the time when requested and at its then current prices.

11.6 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, RMG PROVIDES THE PRODUCTS ON AN “AS IS,” “WHERE IS” BASIS AND RMG AND ITS AFFILIATES MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. FURTHER, RMG, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE PRODUCTS, SUPPORT, SERVICES, OR THIRD-PARTY MATERIALS WILL MEET RESELLER’S, OR ANY THIRD-PARTY’S, REQUIREMENTS; OR WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. WITHOUT LIMITING THE FOREGOING, RMG, ITS AFFILIATES, 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 AND OPEN-SOURCE SOFTWARE. RMG AND ITS AFFILIATES MAKE NO REPRESENTATION AS TO THE INTEROPERABILITY OF THE PRODUCTS OR DELIVERABLES WITH ANY THIRD PARTIES’ SYSTEMS OR SOFTWARE. UNDER NO CIRCUMSTANCES WILL RMG OR ITS AFFILIATES BE LIABLE FOR ANY 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 RESELLER’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT. IN NO EVENT SHALL RMG OR AFFILIATES HAVE ANY LIABILITY FOR ANY PRODUCTS, SERVICES OR SUPPORT USED FOR AVIATION, COMBAT, MEDICAL, LIFESAVING, LIFE-SUSTAINING OR NUCLEAR APPLICATIONS.

12. REPRESENTATIONS. As of the Effective Date and as of the date of each Order hereunder:

12.1 Formation; Authority. Each Party represents, warrants, and covenants that it is duly formed, validly existing and in good standing under the laws of the state of its formation; it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the applicable Order; the execution, delivery and performance of this Agreement and the applicable Order have been duly authorized by all requisite corporate action; and that this Agreement and the applicable Order constitutes the legal, valid and binding agreement of the Parties, enforceable against it in accordance with its terms.

12.2 Authorizations. Reseller represents, warrants, and covenants that it has obtained all authorizations, approvals, consents or permits required to perform its obligations under this Agreement under all applicable laws and regulations.

12.3 Experience; Independent Contractor. Reseller represents, warrants, and covenants that it is an experienced user and Reseller of visual communications systems and solutions and is familiar with the Products; it is an independent contractor without any authority to act for or on behalf of RMG, and all representations made, and agreements executed by Reseller with any third-party shall be Reseller’s sole responsibility.

12.4 No Corruption. Reseller represents, warrants, and covenants that it is fully aware of and will comply with, and in the performance of its obligations to RMG will not take any action or omit to take any action that would cause either Party to be in violation of, (i) U.S. Foreign Corrupt Practices Act, U.K. Anti-Bribery Act, or, (ii) any other applicable anti-corruption laws, or (iii) any regulations promulgated under any such laws. Reseller represents, warrants, and covenants that neither it nor any of Reseller’s employees or agents is an official or employee of any government (or any department, agency, or instrumentality of any government), political party, state owned enterprise or a public international organization such as the United Nations, or a representative or any such person (each, an “Official”). Reseller further represents, warrants and covenants that, to its knowledge, neither it nor any of its employees has offered, promised, made or authorized to be made, or provided any contribution, thing of value or gift, or any other type of payment to, or for the private use of, directly or indirectly, any Official for the purpose of influencing or inducing any act or decision of the Official to secure an improper advantage in connection with, or in any way relating to, (i) any government authorization or approval involving RMG, or (ii) the obtaining or retention of business by RMG. Reseller further represents, warrants and covenants that it will not in the future offer, promise, make or otherwise allow to be made or provide any such payment and that it will take all lawful and necessary actions to ensure that no such payment is promised, made or provided in the future by any employee of Reseller. For the avoidance of doubt, any violation of this Section 12.4 shall be deemed to be a material breach of this Agreement.

12.5 No Inducements. Reseller represents, warrants, and covenants that neither it, nor any of its employees, have provided or offered, or will provide or offer, any illegal or improper bribe, kickback, payment, gift or anything of value (but excluding any reasonable and ordinary business entertainment or gifts of an unsubstantial value, that are customary in local business relationships and permitted by applicable law) to RMG, its directors, officers, employees and representatives, or any Customer, in connection with this Agreement, any Order or any sale of Products.

13. INDEMNITY

13.1 Indemnification by Reseller. Reseller 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, costs, liabilities or expenses (including but not limited to reasonable attorney’s fees) incurred by any RMG Indemnitee, directly or indirectly, arising out of any Claim related to or otherwise made in connection with (i) the possession, use, selection, delivery, resale, purchase or operation of the Products by Reseller or any Customer; (ii) the willful misconduct or grossly negligent acts or omissions of Reseller or any of its subcontractors or Customers; (iii) any modification or supplementation by Reseller of the warranties made by RMG pursuant to Section 11; (iv) Reseller’s breach of this Agreement or any of RMG’s policies and procedures referenced herein, including, without limitation, any failure by Reseller to comply with its obligations pursuant to Sections 7, 8, or 10; (v) Reseller’s breach of its representations set forth in Section 12; or (vi) the Excluded IP Claims (defined below); or (vii) Reseller’s use of or combination of RMG’s Marks licensed to it pursuant to Section 7 in a manner that infringes upon any third-party’s intellectual property rights, to the extent that the infringement would not have arisen absent such use or combination by Reseller or otherwise in violation of this Agreement, provided that the RMG (i) promptly notifies Reseller in writing of such Claim; (ii) grants Reseller sole control over the defense and settlement thereof pursuant to Section 3; and (iii) cooperates with any request by Reseller for assistance in defending such Claim.

13.2 Indemnification by RMG. RMG will indemnify, defend and hold Reseller harmless from and against any and all losses, costs, liabilities or expenses (including but not limited to reasonable attorney’s fees) arising from a third-party Claim that a Direct Product, except for Content licensed to RMG by third parties, infringes a United States patent or copyright, provided that Reseller (i) promptly notifies RMG in writing of such Claim; (ii) grants RMG sole control over the defense and settlement thereof pursuant to Section 3; and (iii) cooperates with any request by RMG for assistance in defending such Claim. Should any such Direct Product become, or in RMG’s opinion be likely to become, the subject of such a Claim, RMG may, at its option and expense, (i) procure for Reseller the right to make continued use thereof, whether through obtaining a license or some other means; (ii) replace or modify such Product so that it becomes non-infringing; or (iii) request return of the Product by Reseller and refund the price paid by Reseller for such Product, less straight line depreciation based on a three (3) year useful life. RMG shall have no liability under this Section 13.2 for any alleged infringement based, in whole or in part, on (A) any combination of the Products with Reseller or third-party products; (B) the use of the Products for a purpose or in a manner for which a Product was not intended or designed; (C) use of an older version of any Product when use of a newer version would have been non-infringing; (D) any modification made to the Products without RMG’s express written approval; (E) modifications made by RMG pursuant to Reseller’s instructions or request; (F) any intellectual property right owned or licensed by Reseller, any of its subsidiaries or Affiliates, or any Customer; or (G) compliance with designs, plans, or specifications of Reseller or any Customer (each and collectively, the “Excluded IP Claims”). THE FOREGOING CONSTITUTES RMG’S ENTIRE LIABILITY AND RESELLER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIM ARISING HEREUNDER.

13.3 Indemnification Procedures. Promptly after receipt by a RMG Indemnitee or Reseller, as applicable (each, an “Indemnitee”) of notice of actual or threatened commencement of any Claim of which an Indemnitee is entitled to indemnification under this Section 13, Indemnitee shall notify the indemnifying party (in such instance, the “Indemnitor”) of such Claim. No delay or failure to so notify Indemnitor shall relieve Indemnitor of its obligations under this Agreement except to the extent that Indemnitor has suffered material prejudice by such delay or failure. Within thirty (30) days following receipt of notice from the Indemnitee relating to any such Claim, but no later than fifteen (15) days before the date on which any response to a complaint or summons is due, if applicable, Indemnitor shall notify Indemnitee that Indemnitor shall assume control of the defense and settlement of such Claim (a “Notice of Assumption”). If Indemnitor delivers a Notice of Assumption within the required notice period, Indemnitor shall assume control (subject to the Indemnitee’s right to participate at its cost and expense) over the defense and settlement of the Claim and diligently defend the Claim; provided, however, that (i) Indemnitor shall keep Indemnitee fully apprised as to the status of the defense; and (ii) Indemnitor shall obtain the prior written approval of Indemnitee before entering into any settlement of such Claim asserting any liability against Indemnitee, imposing any obligations or restrictions on the Indemnitee, involving any admission on the part of the Indemnitee, ceasing to defend against such Claim or otherwise adversely impacting Indemnitee. If Indemnitor does not deliver a Notice of Assumption within the required notice period, or if, after the assumption of the defense by Indemnitor, Indemnitor fails to defend the Claim diligently to the Indemnitee’s reasonable satisfaction, the Indemnitee shall have the right to defend the Claim in such manner as it may deem appropriate. Indemnitor shall promptly reimburse the Indemnitee for all reasonable costs and expenses incurred by the Indemnitee, including attorney’s fees, in connection therewith to the full extent of Indemnitor’s indemnification obligation under this Section 13.

14. LIMITATION OF LIABILITY

14.1 EXCEPT FOR ANY BREACH OF SECTION 7 OR SECTION 10, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS OR AFFILIATES) BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, LOST PROFIT, LOST SALES OR REVENUE, BUSINESS INTERRUPTION OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVENT OF FAILURE OF AN EXCLUSIVE REMEDY. EXCEPT FOR AMOUNTS ARISING UNDER RMG’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 HEREIN, IN NO EVENT SHALL RMG’S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EXCEED THE LESSER OF (A) THE AMOUNT PAID BY RESELLER TO RMG UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM; OR (B) $250,000.00. IN NO EVENT WILL RMG HAVE ANY LIABILITY ARISING OUT OF ANY THIRD-PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY SOFTWARE AND ANY OPEN-SOURCE SOFTWARE. ANY CLAIMS BROUGHT HEREUNDER OR OTHERWISE MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE.

14.2 Force Majeure. RMG shall 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: fires, floods, riots, work stoppages, weather, acts of God, war, terrorism or delays arising from compliance with any law or government regulation or other similar causes beyond its control and without the fault or negligence of RMG or its subcontractors.

15. MISCELLANEOUS

15.1 Notices. All notices 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 an internationally recognized courier service (such as UPS or FedEx) (i) if to RMG, to 15301 Dallas Parkway, Suite 125, Addison, Texas 75001; (ii) if to Reseller, to the address on the cover page; or (iii) to such other address as either Party may designate by providing notice in accordance with this Section 1.

15.2 Assignment; No Third-Party Beneficiaries. RMG may assign this Agreement without the prior consent of Reseller. Reseller may not assign this Agreement without the prior consent of RMG. Any permitted assignee or successor of a Party’s rights and obligations under this Agreement shall be bound by all terms and conditions of this Agreement. Any attempted assignment in violation of the foregoing shall be void and of no effect. This Agreement shall not be deemed to confer any rights or remedies upon any person or entity not a party hereto.

15.3 Independent Contractor. The relationship between the Parties under this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to create a relationship of employer and employee or principal and agent between Reseller and RMG nor shall it be deemed a partnership, joint venture, or fiduciary relationship for any purpose. Reseller’s personnel shall serve under the exclusive direction and control of Reseller and shall not be deemed to be employees or agents of RMG. Reseller shall be solely responsible for payments of all such personnel’s compensation, including wages, benefits, taxes, workers’ compensation, disability, and other insurance and the withholding or deduction of such items to the extent required by applicable law.

15.4 Governing Law; Jurisdiction; Waiver of Immunity. This Agreement, all transactions between, and the rights and obligations of the Parties will be governed, construed, and interpreted in accordance with the laws of the State of Texas, without reference to conflict of Laws principles. Each Party hereby consents to the exclusive jurisdiction and venue of the state and federal courts with jurisdiction over Dallas County, Texas. BOTH PARTIES IRREVOCABLY WAIVE TRIAL BY JURY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT. 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, 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 Reseller is a government entity or entitled to assert sovereign immunity or immunity under the Eleventh Amendment, Reseller acknowledges that its obligations hereunder are of a commercial, non-governmental nature and accordingly waives any such immunity.

15.5 Interpretation. This Agreement has been negotiated by the Parties and their respective counsel and shall be interpreted in accordance with its terms and without any strict construction in favor of or against either Party. The section headings in this Agreement are included for convenience only and shall not limit or otherwise affect the interpretation of any of the terms or provisions herein.

15.6 Entire Agreement; Amendment; Cumulative Remedies; Severability. This Agreement, including all Orders hereto and each of the RMG policies incorporated by reference herein, as may be amended by RMG from time to time, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior verbal or written agreements. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by duly authorized representatives of such Party, and no failure or delay in enforcing any right will be deemed a waiver of such right. All remedies set forth in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time. If any term or provision of this Agreement shall be found to be illegal or unenforceable, such illegal or unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties expressed herein.

15.7 Publicity. RMG may identify Reseller as a reseller of RMG and may display Reseller’s logo but only in connection with such identification. RMG shall not otherwise display Reseller’s logo and shall not utilize other trademarks or service marks of Reseller without Reseller’s consent, which consent shall not be unreasonably withheld, delayed, or conditioned. RMG may issue any press, media or publicity releases and give statements to the media identifying Reseller and/or relating to this Agreement without Reseller’s consent.

15.8 Counterpart Originals. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by electronic mail communications in pdf format, and pdf copies of signature pages shall be binding as originals.

[End of Terms and Conditions]

Exhibit A

HARDWARE TERMS, CONDITIONS AND WARRANTIES

1. DELIVERY AND TITLE

A. Shipping and Delivery.

(i) Subject to subpart (ii) of this Section 1(A), RMG will ship the Hardware FCA Shipping Point (INCOTERMS 2010); provided, that Reseller will reimburse RMG the shipping and insurance costs. RMG will use Reseller’s preferred carrier if Reseller provides RMG with necessary information and instructions. Otherwise, RMG is responsible for delivering the Hardware to its preferred common carrier with RMG’s preferred routing instructions, obtaining all appropriate shipping documents, and assuring that the Hardware has been insured for its replacement cost.

(ii) Delivery of the Hardware will be subject to availability of the Hardware. However, any dates quoted for delivery of the Hardware are approximate only, and RMG will not be liable for any delay in delivery of the Hardware, regardless of cause.

B. Title to Hardware. Title and ownership of the Hardware will pass to Reseller upon Reseller’s payment for the Hardware.

C. Risk of Loss. Risk of loss to the Hardware will pass to Reseller upon delivery of the Hardware to the carrier. Reseller assumes risk of loss or damages to the Hardware while the Hardware is in transit to Reseller. Within ten (10) business days of receipt of the Hardware (or three calendar days for third-party displays/TVs), Reseller will inspect the Hardware and inform RMG of any damages thereto. Should Reseller not notify RMG of any damage incurred during shipment of the Hardware within the applicable period, RMG will be relieved of all responsibility and liability with respect to the damaged Hardware, and Reseller will be responsible for any damage claim, repair, or replacement of such damaged Hardware. These terms also apply to any Hardware provided to Reseller in connection with any warranty for Hardware. Notwithstanding anything in the Agreement and this Exhibit to the contrary, risk of loss and title thereto is not subject to Reseller’s acceptance of the Hardware.

D. Inspection; Acceptance. All Hardware furnished by RMG hereunder shall materially conform to the applicable published RMG specifications as of the time of delivery to Reseller and shall not be subject to any express or implied rights of acceptance or rejection. Notwithstanding the foregoing, Reseller may inspect Hardware that it receives, and shall promptly, but within five (5) days of delivery of the Hardware, give written notice to the common carrier and RMG of any claims of damages or shortages in respect of such Hardware. For the avoidance of doubt, in no event shall RMG be responsible for any loss, breakage or damage to Hardware arising after RMG’s delivery of the Products to the common carrier or Reseller.

2. WARRANTIES

A. Limited Warranty. RMG warrants that the supplied Hardware will be materially free from defects and workmanship for a period of one (1) year, commencing on the date of shipment, subject to the following limitations:

the limited warranty extends only to Customer and is not assignable or transferable to any subsequent purchaser or end user;
Unless Customer purchases an Extended Warranty Plan with the Advance Shipper option as described below, Customer will bear the cost of shipping the Hardware to the Customer technical support department of RMG. Customer will bear the cost of shipping the Hardware back to Customer after the completion of service, or to ship replacement Hardware if RMG elects replacement as Customer’s remedy under this limited warranty;
Customer complies with any additional warranty procedures that may be provided from RMG from time to time;
A repair on warranted Hardware is good only for the balance of the warranty, or for ninety (90) days from the date of the repair, whichever is longer;
at Customer’s expense, uninstall, pack, and ship any Hardware needing Support to the address provided in the Return Material Authorization; and
install any replacement Hardware when received;

B. Warranty Exclusions. The limited warranty provided for in Section 2(A) herein does not cover:

defects or damages resulting from use of the supplied Hardware in other than its normal and customary manner, or in an environment or in a manner or for a purpose for which the Hardware was not designed;
defects or damages from incorrect or abnormal use, abnormal conditions (including without limitation, results of force majeure event), power surges or other irregularities, failure to perform recommended maintenance or improper maintenance, improper handling, or storage, exposure to moisture or dampness, unauthorized modifications, unauthorized connections, unauthorized repair (successfully or not), or had parts replaced by any party other than RMG or an RMG authorized repair facility, misuse, neglect, abuse, accident, alteration, improper installation, or other acts which are not the fault of RMG, including damage caused by shipping, spills of food or liquid;
breakage or damage unless caused directly by defects in material or workmanship;
claims in which the technical support department at RMG was not notified by Customer of the alleged defect or malfunction of the supplied Hardware during the applicable limited warranty period;
Hardware which has had the serial number removed or made illegible;
Hardware that was not purchased by Customer from RMG or Reseller;
claims caused by Third-Party Materials;
damage due to normal wear and tear;
consumables such as fuses and batteries; or
any other cause not wholly and directly attributable to a defect in the Hardware.

C. Warranty Remedies. As Customer’s sole and exclusive remedy for any warranty claim with respect to Hardware, during the warranty period, RMG will, at its sole option, either repair, replace or refund the purchase price of the Hardware of any supplied Hardware that is covered under this limited warranty. RMG will not be required to repair or replace more than the components of the Hardware actually found to be in breach of the limited Hardware warranty provided in this Attachment, and repaired or replaced Hardware will be warranted under this Attachment only for the remaining portion of the original warranty period. RMG may elect, at its sole option, to use functionally equivalent re-conditioned, refurbished, or new units or parts of any units. In addition, RMG will not back-up any data or Content that Customer has added to the Hardware. Where Customer returns any Hardware, and after evaluation, RMG finds no non-conformity to the warranty, RMG may return the Hardware to Customer, and Customer shall pay RMG its standard “no trouble found” (“NTF”) or equivalent fee.

D. Third-Party Hardware. Third-Party Hardware warranty and support is only available from the manufacturer, except under separate agreement. RMG does not provide any services for Third-Party Hardware that is not manufactured by RMG. These products fall under the normal pass-through warranties provided by the manufacturer. RMG will pass through to Customer any applicable Third-Party Hardware warranties from Third-Party Providers that RMG is legally able to transfer.

3. HARDWARE EXTENDED WARRANTY PLAN

An Extended Warranty Plan which continues the repair or replacement benefit for non-conforming Hardware is available for purchase by Customer through Reseller. The plan must be purchased only at the time, and as part, of the original Hardware purchase for the full term of the applicable plan:

Priced at a percentage of the then-current list price of all Hardware covered, as specified in the current price list, per year, Customer may select the Hardware Extended Warranty Plan for the first three (3) years beginning with the original purchase of RMG Hardware, providing a total of three years’ warranty coverage. With the Extended Warranty plan:

Third-party Hardware is excluded from the Extended Warranty plans;
The terms of Section 2 of this Exhibit A, Warranties shall apply to any Extended Warranty plan, except as expressly excluded or changed by this provision;
Customer will be responsible for removal and reinstallation of the Hardware and any associated costs and for shipping costs each way for the type of delivery desired (overnight or standard shipping);
RMG may elect, at its sole option, to use functionally equivalent re-conditioned, refurbished, or new units or parts of any units as replacement units;
RMG may substitute a functionally equivalent model if the Customer’s model of Hardware is no longer commercially available; and
RMG retains the right to impose an NTF or equivalent fee for returned Hardware where RMG finds no non-conformity to the warranty.

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Reseller Terms and Conditions – US