RSX Enterprises, Inc.

Terms & Conditions of Website Usage

Last Update Date:  September 20, 2021

This site (the “Website”) is made available by RSX Enterprises, Inc. (“RSX”) and its affiliates (collectively, “we”, “us”, “our”).  All products, services, information, Content (as defined below), and offerings provided on and through the Website may be used solely under the following terms governing the use of and access to the Website (the “Terms of Use”).By accessing and using the Website, each user (individually, a “User” and, collectively, the “Users”) agrees to be bound by the Terms Use, including our Privacy Policy (“Privacy Policy”) (collectively, the “Policies”). If the User does not agree to the Policies, the User is not permitted to access or use, and agrees not to access or use the Website.

Usage of the Website.

You may use this Website, including content and materials, for your own personal use or your organization’s internal use only. The Website is not for commercial exploitation.  The purpose of the Website is to provide information about products and services and resources, and to allow communications between the User and us.

You agree not to do, or attempt to do, any of the following when using the Website, subject to applicable law: (a) access or use the Website in any way that violates or is not in full compliance with any applicable local, state, national or international law, regulation, or statute (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (as determined solely by us), or other than in full compliance with the Policies; (b) access, tamper with, or use areas of the Website that you are not authorized to access; (c) alter information on or obtained from the Website; (d) tamper with postings, registration information, profiles, submissions, Content  or User Content (as defined below); (e) use any robot, spider, scraper or other automated means or interface not provided by us to access the Website or extract data or gather or use information, such as email addresses or images, available from the Website in a way that interferes with or is inconsistent with the intended operation of the Website, as determined by us in its sole discretion, or transmit any unsolicited commercial email, advertising, “junk mail,” “spam,” or “chain letters” to or from the Website; (f) frame any part of the Website, or deceptively link to the Website, or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose except as expressly permitted in writing by us, as determined in our sole discretion; (g) impersonate or misrepresent your identity or your affiliation with any person or entity; (h) reverse engineer any aspect of the Website or do anything that might reveal or attempt to reconstruct source code, or bypass or circumvent measures employed to prevent or limit access to any area, Content or code of or on the Website (except as otherwise expressly permitted by law); (i) send to or otherwise direct to or from the Website, or operate on it, harmful, illegal, deceptive or disruptive code such as a virus, “spyware,” “adware” or other code that could adversely impact the Website or any recipient; (j) take any action which might impose a significant burden (as determined by us in our sole discretion) on the Website’s infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Website; or (k) engage in phishing or other deceptive practices for the purpose of collecting usernames or passwords.

User Contributions.

The Website may allow Users to post comments, and submit information or other content (collectively, the “User Content”). It is the User’s sole and exclusive responsibility to ensure that no portion of his/her User Content is illegal, obscene, profane, offensive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties, as well as to keep the User Content current and accurate.

By posting User Content on the Website, the User hereby grants us and our affiliates an unrestricted, transferable, sub-licensable, irrevocable, royalty-free, worldwide and perpetual license to reproduce, distribute, publicly display, make derivative works of and otherwise use the User Content in any media whatsoever now known or later invented throughout the world for any purpose whatsoever, whether commercial or non-commercial in nature. The User hereby disclaims any right to any consideration from us in connection with exercising our rights as a licensee in and to the User Content the User posted on this Website. The User acknowledges and agrees that we are under no obligation of confidence to the User and shall not be liable for any use or disclosure of any User Content among our affiliates or to any third party. By posting the User Content on the Website, the User represents and warrants that the User owns the necessary intellectual property rights in such User Content to post such User Content on the Website or that the User has a valid license to post the User Content, including photographs or other audiovisual material, without any restrictions whatsoever. The User agrees to indemnify, save, defend and hold RSX and our affiliates and each of RSX and our affiliates’ successors, assigns or licensees (together with any of their respective officers, directors and employees) harmless from all actual and incidental costs and fees associated with our defense of any claims arising from User Content, including, but not limited to, all attorneys’ fees and related costs.

We reserve the right to review any User Content and remove, delete, redact or otherwise modify such User Content, at its sole discretion, at any time and from time to time, without notice or further obligation to you. We have no obligation to display, monitor or post any User Content.

At any time and from time to time, we reserve the right to disclose any information or User Content that we deem necessary or appropriate to satisfy any applicable law, regulation, contractual obligation, legal, dispute process, or governmental request. We shall have no liability in connection with any User Content submitted to, transmitted via, or displayed or posted on this Website.

Accessing the Website.

We may terminate, change, modify, suspend or discontinue the Website or any aspect of the Website, including the availability of any features of the Website or services, in our sole discretion without notice. We may also impose limitations on certain features on the Website and/or services or restrict the User’s access to parts of or the entire Website without any prior notice or liability to the User.

Intellectual Property Rights.

The Website is owned and operated by RSX and our affiliates, and contains materials and content that are protected by copyright, trademark and trade secret laws of the United States and other countries, as well as any and all applicable laws, statutes, and regulations.  The materials and content accessible via this Website, including, but not limited to, text, names, data, compilations, graphics, logos, buttons, icons, images, audio, podcasts, webinars, video, code, methods, and techniques (collectively, the “Content”), are the property of RSX and our affiliates and are protected by the applicable patent, copyright, trademark and trade secret laws of the United States and other countries. Except as otherwise expressly permitted under the Terms of Use, Users may only download copyrighted material for their own internal use; provided that the User is explicitly prohibited from modifying the Contents in any way and/or modifying or otherwise altering any copyright, trademark and other proprietary notices on the Content.

The User may not re-transmit, re-distribute, perform, broadcast, publish, reproduce, create a derivative work from, display, sell, offer for sale, license, rent, lease, frame, deep link to or otherwise use the Content in any manner inconsistent with our rights without our prior written consent.

Links to Third-Party Websites.

This Website may link to third-party sites of possible interest to the Users. The User may access these third-party sites directly or indirectly through this Website. Upon access of such third-party site, the User may also be subject to the terms of use, legal notices, privacy policies, and other policies of such third-party website. Links from this Website to third-party websites are provided by us to the User solely for the User’s convenience. The User understands and agrees that if the User elects to leave this Website via a link to a third-party website, the content of that third-party website is not reviewed, provided or endorsed by us, and we have not reviewed, provided, or approved the terms of use or other policies governing such third-party websites. We do not monitor and do not make any representation or warranty with respect to or assume any liability for any third-party website, including, without limitation, any products or services that are advertised or made available for purchase through such third-party website.

Governing Law and Jurisdiction.

The User understands and agrees that any claim, action, proceeding or other legal action arising out of or related to the Terms of Use, or the User’s use and/or access of the Website, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflict of laws.  Any claim, actions, proceeding or other legal action arising out of or related to the Terms of Use will be resolved exclusively in the state or federal courts located in DuPage County, Illinois and the User consents to the exclusive jurisdiction of and venue in such courts.

Indemnification.

 Each User of the Website agrees to indemnify, save, defend and hold RSX, our affiliates, and each of our successors, assigns or licensees (together with any of their respective officers, directors and employees) (collectively, “our affiliates”) harmless against any damages, losses, liabilities, judgments, costs or expenses (including any attorneys’ fees and costs) arising out of claims by any third party relating to the User’s usage of the Website, or any breach or violation of the Terms of Use or any other terms and conditions contained on this Website.

Privacy.

The Privacy Policy explains how we collect, use, disclose and otherwise process information when a User accesses the Website.

Waiver and Severability of Terms.

The waiver of any provision of the Terms of Use shall not be considered a waiver of any other provision or of our right to require strict observance of each of the terms herein. If any provision of these Terms of Use is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect.

Force Majeure.

We shall not be held liable for any delay or failure in performance of any part of the Website by reason of any cause beyond our reasonable control, including acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, pandemics, public health emergencies, war, terrorist acts, riots, fires, explosions, earthquakes, nuclear accidents, floods, hurricanes, tornadoes, major storms, strikes, power or telecommunications outages affecting facilities, or acts or omissions of vendors, suppliers or common carriers.

Legal Disclaimer.

THE WEBSITE AND THE CONTENT ARE PROVIDED TO USERS ON AN “AS IS,” “AS AVAILABLE” BASIS. RSX, OUR AFFILIATES, OUR LICENSORS AND/OR SERVICE PROVIDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE, THE CONTENT, THE TERMS OF USE, AND/OR THE PRIVACY POLICY.

RSX and our affiliates do not represent or warrant that: (a) operation of the Website shall be uninterrupted or error free, (b) functionality contained in the Website shall meet the User’s requirements, or that (c) the Website shall operate in combination with other hardware or software.

TO THE FULLEST EXTENT PERMITTED UNDER ANY APPLICABLE LAW, RSX AND OUR AFFILIATES HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Limitation of Liability.

RSX AND OUR AFFILIATES ASSUME NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS IN CONNECTION WITH THE WEBSITE, THE CONTENT, THE TERMS OF USE, AND/OR THE PRIVACY POLICY. IN NO EVENT SHALL RSX OR OUR AFFILIATES BE LIABLE TO ANY USER OR OTHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE USER’S USAGE AND/OR ACCESS OF THE WEBSITE, ANY OF THE CONTENT, THE TERMS OF USE, AND/OR THE PRIVACY POLICY.

In no event will RSX or our affiliates be liable to the User or any third party for special, indirect, incidental, consequential, punitive or exemplary damages even if RSX and our affiliates have been advised of the possibility of such damages. In no event will RSX and our affiliates be liable to the User or any third party for any loss of revenues, loss of profits, loss of business, loss of use or loss of data.

IN NO EVENT SHALL RSX, OUR AFFILIATES, OUR LICENSORS AND/OR SERVICE PROVIDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE TO YOU FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THIS WEBSITE DURING THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.  SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Modification to Terms of Use.

We reserve the right to change, alter, revise, amend or modify these Terms of Use from time to time in our sole discretion without any prior notice to Users of the Website.  All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. You are responsible for regularly reviewing the Terms of Use.  Any use of the Website following any change, alteration, revision, amendment or modification to the Terms of Use shall constitute acceptance of the revised Terms of Use by the User.

Entire Agreement.

These Terms of Use, together with the Privacy Policy referenced herein, constitute the entire agreement between you and RSX and our affiliates, and govern your use of the Website, and the services, information, materials, and products offered on the Website, superseding any prior version of the Terms of Use. You may also be subject to additional terms and conditions that may apply when you use or purchase certain products or services, affiliate services, or third party services.  In the event of any conflict between these Terms of Use and terms applicable to the purchase of the products or services, the terms applicable to the purchase of the products or services shall control.