End User License Agreement

1. Parties

This End User License Agreement (“EULA” or “Agreement”) is a legal agreement between RMB Enterprise, LLC (“RMB,” “Licensor,” “we,” or “us”) and the individual or entity accessing or using the RMB Qwizio platform at qwizio.rmbops.com (“Licensee,” “you,” or “your”).

2. Acceptance of Agreement

By clicking “I Agree,” accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this EULA. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity to this Agreement.

3. License Grant

Subject to the terms and conditions of this Agreement and payment of all applicable fees, RMB grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes in accordance with this EULA and any applicable subscription plan.

4. Restrictions

You agree that you will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Platform.
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Platform or make it available to any third party without RMB's prior written consent.
• Use the Platform in connection with the development of a competing product or service.
• Use the Platform for any purpose other than your internal business operations.
• Remove or alter any proprietary notices, labels, or marks on the Platform.
• Circumvent or attempt to circumvent any security measures or access controls of the Platform.

5. User Content

You retain all rights and ownership in the content you create, upload, or submit through the Platform, including quiz questions, assessments, and student data (“User Content”). You grant RMB a limited, non-exclusive license to host, store, and process your User Content solely to provide the Platform services to you.

6. No Reliance

The Platform is provided for informational and convenience purposes only. Assessment results, scores, and feedback generated by the Platform, including AI-assisted content, are for internal evaluation purposes and should not be relied upon as the sole basis for any legal, regulatory, safety, or business decision. RMB makes no warranty regarding the accuracy, completeness, or suitability of assessment results for any particular purpose.

7. Intellectual Property

RMB retains all right, title, and interest in and to the Platform, including all software, designs, trademarks, trade names, service marks, and other intellectual property rights embodied therein. This EULA does not grant you any ownership rights in the Platform. All rights not expressly granted are reserved by RMB.

8. Privacy and Data

Your use of the Platform is subject to RMB’s Privacy Policy, which is incorporated into this Agreement by reference. You are responsible for ensuring that your collection and use of end-user data through the Platform complies with all applicable laws and regulations.

9. Term and Termination

This Agreement is effective as of the date you first access the Platform and continues until terminated. RMB may terminate this Agreement immediately upon written notice if you breach any provision of this EULA. You may terminate this Agreement at any time by ceasing all use of the Platform and canceling your subscription. Upon termination, all licenses granted hereunder immediately cease and you must stop using the Platform.

10. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RMB EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RMB DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RMB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EVEN IF RMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, RMB’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO RMB IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless RMB Enterprise, LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, penalties, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Platform in violation of this EULA; (b) your User Content; or (c) your violation of any applicable law or third-party rights.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Harris County, Texas. You consent to the personal jurisdiction of such courts.

14. Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of 30 days following written notice of the dispute. If the dispute is not resolved within that period, either party may pursue its legal remedies as set forth in Section 13.

15. Modifications

RMB reserves the right to modify this EULA at any time. We will provide notice of material changes by email or platform notification at least 14 days before the changes take effect. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the updated EULA.

16. Severability

If any provision of this EULA is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17. Entire Agreement

This EULA, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and RMB Enterprise, LLC with respect to the Platform and supersedes all prior agreements, negotiations, representations, and understandings relating to the subject matter herein.