1. Definitions

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in is this Policy.

“Advanced Interactive Screen” means a screen where interactive elements are contained within a message that is further contained within a layout. The containing layout consists of less than ten areas, and less than three nested layouts.

“BAE” means Business Application Engineer. The person(s) that performs Company product
installation, configuration, training and/or performs applicable system integration.

“Basic Interactive Screen” means a screen where interactive elements are contained within a single message.

“Business Day” means a contiguous block of 9 hours within the 10 hour period starting not before 8:00 a.m. or after 6:00 p.m., CST, Monday through Friday, excluding Holidays.

“Business Day Overnight Hours” means the period of time between 10:00 p.m. and 8:00 a.m. , CST, each Monday through Thursday.

“Company” means RMG Enterprise Solutions, Inc. (“RMG”)

“Company U.S. Holidays” means the calendar days designated by RMG as holidays are: New Year’s Day, Memorial Day, Good Friday, Independence Day, Labor Day, Thanksgiving Day, the day following Thanksgiving Day, and Christmas Day. Additionally, Company may designate up to two additional days per calendar year as Holidays.

“Customer” means the enterprise or government entity to which the Deliverables and/or Services are provided under this Agreement.

“Customer Contact Personnel” means Customer representatives who have been trained on the Company products and have been designated to initiate support requests to Company.

“Customer User” means a User who is managing, administering, or viewing the Company solution at the applicable point in time and who is trained in the use of the Company solution.

“Deliverables” means those items to be delivered by Company to Customer pursuant to a Sales Order, Purchase Order, or Statement of Work.

“Display Monitor” means a video device typically being a flat panel type of display such as an LCD; or an LED display, or a Projector. Other less commonly used displays for digital signage include CRT, DLP, and Plasma displays.

“Documentation” means the Company’s then current manuals, guides, and/or on-line help published by Company and made available in connection with the Company software, hardware, and Services.

“Holidays” means the calendar days designated as National Holidays. In addition, RMG may designate up to two additional days per Calendar year as Holidays.

“Interactive Element” means an object defined with Design Studio Message with a defined link to an available object within a defined playlist.

“Media Player” means Software that runs on computer device for the purpose of rich media, graphically oriented communication. Media Player may refer to just the software or the combination of the software and hardware. More specifically, this may be an RMG Digital Appliance (“SDA”), Broadcast PC (a customer provided machine running Broadcast PC software), a SmartScreen, or a
device running InView, or InView Mobile®.

“PIQ” means Pre-Installation Questionnaire. The document required to prepare both the customer and Company for the Company product installation.

“PS” means Professional Services

“Qualified Administrator” means a User who has been designated by Customer to access administration of Company’s Products and has the appropriate security permissions, skills, and experience.

“Quote” means a Company provided form documenting the Services for which a customer may place a Sales Order.

“Sales Order” means an executed Quote typically referencing a Purchase Order.

“Screen” means similar to a page in a document or a slide in a presentation, a Screen is a unique and single page, or view, showing the output of RMG software, at a given instance of time.

“Services” means the work performed or to be performed by Company for Customer pursuant to a Sales Order, Purchase Order, or Statement of Work, including the development or modification of any Deliverables.

“Statement of Work” (or “SOW”) means the standard Company document by which Customer in conjunction with the Company define the application development or project management Services and Deliverables from Company.

“T&L” means Travel and Living Expenses “T&M” means Time and Materials.

“Weekend Hours” means the period of time between 6:00 p.m. on Friday and 8:00 a.m. on Monday

2. Professional Services and Deliverables

2 (A) Services and Deliverables
Company shall provide to Customer the Services and Deliverables specified in the relevant Sales Order, Work Order, Scope of Services or SOW, and will exercise commercially reasonable efforts to do so according to any delivery schedule set forth therein. Company shall retain the sole control over the manner and means by which the Services are performed and may engage third parties in the performance of its obligations.

Pre-Installation Questionnaire (“PIQ” or “PIQs”): Customer shall carefully answer all questions that will apply to the installation. A completed copy of the appropriate PIQ needs to be returned to Company prior to a BAE beginning system installation. PIQs for North America should be sent to the attention of designated PS Project Manager. PIQs for U.K., Europe, and India should be sent to the attention of the designated PS Resource Manager. PIQs needs to be reviewed, approved, and signed, then sent back to Company by the Customer prior to a BAE being dispatched to the Customer location or confirmed for remote installation.

Unless otherwise specified by Company’s PS Resource Manager, Project Manager, or BAE, the PIQ must be received by the end of business on Monday of the week preceding the installation week. If the PIQ is not received by then, Company has the right to cancel the installation and the customer will be responsible for any related charges as described in the Cancellation Policy.

2 (B) Services Delivery Delays
Company reserves the right to delay or terminate the installation early for any of the following reasons at a minimum.
• The PIQ has not been completed and received by Company.
• Data source(s) is/are not configured.
• Company display media equipment cabling is incomplete.
• Power has not been provided for the display media.
• Displays are not mounted on the walls.
• Network connections are not configured or complete.
• Minimum Hardware/Software requirements are not met or ready for use.
• Details of the Data information to show on the display media are not available.

2 (C) Staffing
Company’s business practice is to assign qualified individuals only to signed Orders. Once a signed order is received, the appropriate resource will be tentatively scheduled to the project pending receipt of the completed PIQ. Company requires a minimum of two weeks lead-time to schedule any
installation. Company will try to accommodate any special scheduling request to the degree possible.

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The Customer must confirm the installation dates, complete the PIQ correctly, read and sign any applicable SOW, and return all documents to Company.

2 (D) Assistance
In a timely manner, Customer will provide at no cost to Company appropriate assistance, cooperation, information, equipment, technical data, computer and telecommunications facilities, programs, files, documentation, test data, sample output, a suitable work environment, and other resources necessary, in Company’s reasonable opinion, to enable Company to perform the Services. Customer acknowledges that Company’s ability to provide Services and Deliverables in a timely fashion may be affected if Customer does not provide, or provides inadequate assistance. Customer will pay T&M rates for Company’s increased costs in providing Services and developing Deliverables resulting from Customer’s failure to provide assistance.

2 (E) Order Changes
Any changes to the Services or Deliverables must be mutually agreed upon in writing by the parties and, if specified in the relevant Sales Order or Statement Of Work, must be made pursuant to Company’s change request procedures. Changes may require a change in fees reflecting the inclusion, deletion, or substitution of Services.

2 (F) Acceptance
In the event Customer does not respond to formal project hand-offs or Project Approval documents, Projects are considered complete unless there is written notification to the contrary within 5 business days of initial contact specific to project completion agreement(s).

2 (G) Non-standard Services and Deliverables including Maintenance Services
The Following Services are not covered by Maintenance, and are not standard services provided by Company:
• Troubleshooting issues related to non-RMG products such as Network issues
• Security Policies
• Permission Issues and Third party hardware and software
• If these are provided at all, they are billable Professional Services.

3. Work Schedule

Company Professional Services may be performed both on-site and/or off-site of Customer premises.

Company resources typically perform onsite services Monday through Thursday on normal Business Days.

PS Resources may either travel Thursday evening or early Friday morning (early enough to put in a productive day). Company resource(s) typically work onsite Monday through Thursday.

Fridays are typically spent off-site assimilating information, documenting, designing, or developing, or creating project materials for previous or future activities.

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On some projects or during certain phases of the project, it is necessary that PS resources be on-site Monday through Friday. During these times, it is expected that the PS resource(s) will leave the work site at such a time as to allow them to travel home and arrive at their base city prior to 10:00 pm.

Project planning is essential to successful implementations, thus Company typically performs a minimum of 4-8 hours of project planning off-site prior to any installation.

4. Fees and Payment

4(A) Fees and Charges
• Customer will pay all fees and charges for Services and Deliverables specified in the Sales Order or SOW, and in accordance with the policies stated herein.

• Services and Deliverables shall be provided and invoiced as defined in the SOW and/or Order.

• Pre-installation project planning services are included in the deliverables and have associated fees.

• Customer will reimburse Company for reasonable travel, food, lodging, communications, and out-of-pocket expenses incurred in conjunction with providing the Services and Deliverables, and any applicable shipping charges. If a monetary limit or amount is stated or specified in the Sales Order or relevant SOW, the limit will be deemed an estimate for Customer’s budgeting and Company’s resource-scheduling purposes.

4(B) Rate Structure

• Company provides Professional Services on a T&M basis plus T&L.

• Standard hourly rates apply per the Quote for Services performed within a Business Day.

• On-site Services are provided at a minimum of eight hours per day.

• Remote Services are provided at a minimum of three hours per day.

• Non-weekend and non-Holiday Services performed after Business Hours and before Business Day Overnight Hours is performed at an hourly rate of 150% (i.e., time and a half) of normal rates, subject to availability.

• Business Day Overnight Hours work is 200% (i.e., double time) of normal rates/hour, subject to availability.

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• Holiday and weekend work is 200% (i.e., double time) of normal rates/hour, subject to availability.

4(C) Cancellation Policy

• Customer will incur fees and charges for canceling or postponing per the following for Cancellations inclusive of Customer not being ready:

• If any part of the project implementation or training is canceled or postponed by the customer before 10 business days from the scheduled date, the customer will not be charged any penalties. However, re-scheduling will be subject to availability thereafter.

• If any part of the project implementation or training is canceled or postponed by the customer between 5 -10 Business days before the scheduled date, the customer will be charged 50% of the total cost of the reserved PS Resource(s) hours in addition to any non-refundable/non-usable travel tickets. Full PS Resource(s) hourly rates will apply when rescheduling.

• If any part of the project implementation is canceled or postponed by the customer 5 business days or less before the scheduled date, the customer will be charged 75% of the total cost of the reserved PS Resource(s) hours in addition to any non-refundable/non- usable travel tickets. Full PS Resource(s) hourly rates will apply when rescheduling.

4(D) Invoicing and Payment

• Company will invoice Customer monthly for fees and charges for Services and Deliverables.

4(E) Creative Services

• Professional Services fees exclude creative services for content, including, but not exclusive to, graphics (.bmp, .jpg, .gif, png, etc) , videos (.avi, .wmv, .mpeg, AVC, VC1, etc), and Flash (.swf, .flv), and other supported animated graphics and videos, unless explicitly specified in a Statement of Work, Scope of Services, Work Order, and/or Sales Order.

• Customer shall supply Company with the logos and marketing material necessary for the development of digital signage content. Customer shall collaborate with Company’s creative services team to complete the production of the Media Kits.

5. Hardware/Software Requirements

Company Software Performance Consideration and Hardware Requirements:
Any recommendations regarding personal computers, servers and applications which may be implemented using Company software are based on Company’s experience and understanding of Customer’s intended use of Company products. As with any computer-based system, individual

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requirements and performance may vary. The optimal configuration of software and hardware may depend on a variety of factors, such as the configuration of the Company software installed, outbound message activity, number and complexity of applications monitored, the size and complexity of the user program options selected, the amount and rate of delivery of the data to the personal computer where the SES system resides by other computer systems, and many other factors. Please refer to the following web link (URL) for specific selected products and application usage to determine the recommended minimum PC configurations for Company client and server software. Unless otherwise specified, customer is responsible for provision and setup of any network/LAN devices and/or connections.

6. Facilities and Infrastructure

A productive working environment with ample access to networks, appropriate personnel, computing resources and facilities is essential to meeting project objectives.

Customer will provide adequate working space for project activities taking place at their facilities. These activities may include project definition, installation, user orientation and training, solution validation and testing, and deployment assistance. Customer will provide access to all applicable areas including, computer room, data center, or wiring rooms while on- site for installation, testing, training or troubleshooting.

Customer is responsible for inspection of all Company products shipped. Company requires prompt notification to RMG by Customer if there is damage so that replacement products can be sent prior to Business Application Engineer arrival on-site for implementation or training.

Customer is responsible for providing a Customer resource to facilitate the completion of the project and act as a single point of contact for the life of the project.

Customer is responsible for procuring the Company required hardware in a timeframe that will support the activities associated with the development and production environments. All hardware and software must meet or exceed the minimum requirements for all quoted Company software as outlined in the Quote or any applicable Company provided Statement of Work.

Unless otherwise explicitly specified in the Order and/or any applicable SOW, the Customer is responsible for:

Final hardware, network equipment and configuration, client workstation setup, and software purchase.

All lifts and scaffolding when and where appropriate.

Providing assistance from facilities and IT representatives while Company resources are on-site for installation, implementation, testing, training, or troubleshooting.

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Assisting Company with the installation of Company Software. Carpentry and Construction:
• All construction projects (i.e., wall openings, reinforcement, etc,) for display devices is responsibility of Customer. Customer shall be responsible for making the wall modifications needed to accommodate any recessed door displays (e.g. cutting holes). Company shall supply the necessary specs and cut sheets and Customer shall be responsible for framing the outside edge of monitor openings to match desired woodwork or metalwork.

• In-wall installation of Display Monitors: The overall size of the mounting box varies depending on the particular display. The cutout opening in the wall shall have adequate material for the display mounting screws.

• Providing mounting hardware as well as the resources to mount and secure all Company provided hardware. Company provided hardware includes, but is not limited to, SDAs, Wallboards, Flat Panel Displays and CRTs.

Providing Proper Environmental Conditions for Computer and A/V Equipment:

• Computer systems used for Company provided software shall be located in a clean, ventilated, climate-controlled environment. Extreme heat and/or unclean conditions will cause severe damage to PCs, and will void any warranty on Company provided computer systems / Media Players.

• Note that rack systems have numerous fans for cooling, which will increase noise levels wherever the computer cabinet(s) is placed. We do not advise locating rack-mounted systems near someone’s desk , or in an office environment.

• Ventilation for recessed placement of Displays/Screens is required for heat displacement (See spec sheets for exact measurements). Adequate ventilation is critical when enclosing display monitors in a wall recess, enclosed in millwork, or enclosed in a cabinet. Fresh, cool air must be able to enter the enclosed area from the bottom and exit out the top. Airspace around the display monitor is also a consideration. There shall be a minimum of three inches of airspace around a
display monitor.

Flat Panel Displays:

• Continual air-flow ventilation required for heat displacement (2”-4” minimum on all Displays) all around monitor whether recessed in wall, placed in cabinet, or framed out). Insufficient ventilation will result in serious damage/destruction of Plasma or large LCDs.

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• Providing secure locations for all Company provided hardware, software, and associated components including all equipment cabinets or rack space.

Providing Proper Cabling and associated equipment:

• All cable shall be pulled prior to arrival of the Company’s team for set up of the Company provided hardware and software, and connection of the display signal to the plasma monitors, LCDs, or LEDs.

• Install of necessary wire and terminations to any applicable installation or deployment of cabling infrastructure. Which includes, but is not limited to, LAN/WAN cabling and equipment, twisted pair, RGB, Component Video, DVI, HDMI, dark (blank) fiber video, and electrical drops where appropriate. This further includes all wiring from broadcast output devices (including SDAs) (VGA
or DVI and Audio L/R).

Low Voltage / Low-Skew UTP Video Cabling:
• A specific type of UTP Cable is required for video distribution and is to provided in home runs back to Company Media Players. The cabling for all UTP video cabling shall be a low-skew UTP cable. The recommended cable is Belden 7987R for PVC jacketed cabled and Belden 7987P for plenum rated cable. Cat5, Cat5e or Cat6 should NOT be used. This cable can be obtained Anixter International.

• All live video feeds such as CATV or Satellite must have wire pulled to each Media Player for input as RF.

• Each of the display monitors will need a Low-Skew video cable run from the monitor location back to the media player hardware or video distribution point.

• The typical maximum distance from the media player to the Display is 600 to 1,200 linear feet.

• For hospitality implementations, the guestroom channel video feed shall run from the media player hardware to the in-room provider’s head-end equipment where it will connect to a non-RMG provided modulator.

• A proper Modulator, if needed. A modulator is used for transmitting media player video signal(s) to a distribution system. Customer is responsible for this video distribution.

• If coaxial video cabling is specified for any reason, the cable used for all coaxial video cabling is RG6 quad shielded cable.

• Company is not responsible for improper cable pulls performed by the Customer, or video distribution to third party systems (such as Guest Room channels) Company system as defined by any applicable Sales Order, Work Order, Scope of Services or Statement Of Work(s).

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Providing Proper Electrical Power:

• Power sources for media players, computers, display monitors; LEDs and LCDs need to be installed prior to installation of any Company provided equipment.

• Customer shall supply a duplex power outlet (North America -110V) and the appropriate electrical surge protection for each display. Each of the LCD display monitors requires a 110v receptacle (for North America). The power receptacle will be placed in a location near the display and per applicable codes and regulations.

Providing Proper Network Infrastructure:

• The RMG Server and media players require network connections using standard Cat 5 or 6 cabling and a network supporting IP v4. This network connection must be able to access necessary servers, systems, data sources and the internet. This is for data feeds, event interfaces, applicable content subscriptions and remote access.

• Customer shall supply appropriate internet connection connectivity for Company provided solution.

• Company’s OnTarget content requires HTTP over TCP/IP communication using Port 80. It is further required that these communications are not filtered, modified, blocked or cached.

• Connectivity and speed of the network connection between source data and the Company servers and clients. Company clients include, but are not limited to, Design Studio Editors, Design Studio Lite, Data Studio, Media Players, Wallboards, Remote Administration Suites (SES Administrator, Portal Administrator and Composer), InView and DeskView.

If Customer elects to implement their on their own Company provided product, or Company Provided Third Party Audio/Visual products:

• Company is not responsible for negligent or improper installation.

• Customer is responsible for compliance with local, federal, and other applicable codes and regulation compliance.

• Company will only support the video output of the Company hardware and software products.

• If Customer elects to perform their own Site Survey and/or specification of Third Party Audio/Visual Products

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• Company is not responsible for improper parts, items, or any negligent or improper installation.

• Company will only support the video output of the RMG hardware and software products.

• The Company Development Lab at Company premises may be used for certain testing, orientation, training, analysis and/or validation activities where Company and Customer agree that this would benefit the project. This requires that the PS Resource(s) have remote network access to Customer’s development, test, and production environments.

7. System Resources

The availability of appropriate system resources will be critical to the timely completion of activities that depend on them.

The fees for this project do not include or imply inclusion of any platform software/hardware that is not explicitly defined as being provided by Company in this document.

Customer will provide adequate test and development system configurations, including prerequisite software, for work taking place at its facilities within the proper timeframes, and be able to handle full data loads to ensure performance requirements are met.

Customer will provide Company resources with managed access to databases (both Company specific and source databases), systems, networks and other resources necessary to defining and developing the agreed to solution. This may include system administrator privileges on Company servers and databases.

Customer will ensure that the deployment environment for the solution is configured and available in time for deployment activities to proceed on schedule. Any applicable development environment is assumed to be configured and should be available to the project start date.

Customer will provide test data sets necessary for validating the correct operation of the solution, if necessary.

8. Data and Data System Resources

The data quality will be critical to the timely completion of activities that depend on them. This refers to the data being generally free of duplicates or errors. Company is not responsible for correcting data integrity issues originating from the source systems.

Customer is responsible for external data system APIs and data sources. All Data source elements for transaction systems data will have appropriate permissions. Additionally, the system data should be well documented.

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The fees for projects do not include or imply inclusion of any platform software/hardware that is not explicitly defined as being provided by Company in a Sales Order or Statement of Work.

All third party software, such as Operating Systems and MS SQL Server, is the responsibility of Customer to procure and install.

Data cleansing and validation of external system data is out of scope unless specified otherwise per an applicable Statement of Work.

Company is not responsible for purging, cleaning, and/or de-duping data. Company will not be responsible for any Customer data related issues that impact the project discovery, design, development, and deployment planned time constraints. Customer will be responsible for addressing the data issues.

Company takes no responsibility for the function of any 3rd Party software, and it’s installation and configuration that may be required subsequent to any Company solutions being implemented.

Regardless of agreed upon specifications, if data systems do not contain or otherwise support business requirements, these requirements or data elements are considered out of scope. Company cannot obtain data that does not exist or cannot be derived through reasonable efforts.

Data sources and external systems will maintain static data structures and APIs during projects. If Customer table structures are changed during the development and deployment phases, and re-work is required on behalf of Company to accommodate changes, then a change control process will apply to the effort involved in accommodating for these changes and incorporating them into the project timeline.

9. Materials and Documentation

Access to documentation on existing systems, databases and business processes relevant to the implementation of Company solutions may be important to making well informed decisions on the design of the solution. It is critical that these materials are readily available to the PS Resource(s).

10. Additional Customer Responsibilities

10(A) Inspection
Complete inspection of packaging for damage or mishandling, and prompt notification to Company so that replacement components can be shipped prior to commencement of on-site work by Company.

10(B) Security and Backup Procedures

Customer shall maintain security, disaster and back-up procedures in accordance with its then current policies.

10(C) Testing
A testing process is highly beneficial to the successful deployment and use of Company solutions. Company will work closely with customer to ensure the process is thorough and well understood, and that test cases reflect the requirements agreed upon for the solution. Customer will own the user testing process, and testing of data (including any test scripts).