Last Updated: March 2026 | Governing Jurisdiction: California, USA
This ENTERPRISE TERMS OF SERVICE (this "Agreement") constitutes a legally binding contract between Immerse Inc. ("Immerse") and the legal entity ("Customer") identified on the executed Order Form. This Agreement governs the enterprise-level procurement of the Services and the subsequent use of those Services by Authorized Users.
1.1 Document Hierarchy & Order Forms
The specific commercial details of the Customer's subscription—including seat counts, language tracks, and term lengths—shall be defined in one or more Order Forms. In the event of a conflict between the terms of this Agreement and an Order Form, the Order Form shall prevail, but only with respect to that specific transaction.
1.2 Enterprise Authority & Authorized Users
Customer represents that the individual executing the Order Form has the legal authority to bind the entity. Customer is responsible for the conduct of its Authorized Users (employees, contractors, or students). Any breach of the Community Guidelines by an Authorized User shall be deemed a breach by the Customer.
1.3 Change of Control [AMENDED]
Immerse may assign this Agreement in its entirety, without Customer's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that: (i) the acquiring or successor entity expressly assumes all of Immerse's obligations under this Agreement and is bound by its terms as if it were an original party hereto; (ii) Immerse provides Customer with written notice of the assignment no later than thirty (30) days prior to the effective date of such transaction, or as soon as commercially practicable if prior notice is prohibited by applicable law or a binding confidentiality obligation, but in no event later than thirty (30) days following the effective date; (iii) the terms and conditions of this Agreement remain in full force and effect following such assignment without adverse modification; and (iv) Customer's subscription fees, Service Level commitments, and data processing obligations continue without interruption as a direct result of the transaction.
No Termination Right Based Solely on Change of Control. Customer acknowledges and agrees that a change of control of Immerse, standing alone, does not constitute a material breach of this Agreement and does not give rise to a right of termination by Customer, provided that the conditions set forth in this Section 1.3 are satisfied. Nothing in this Section 1.3 limits Customer's right to terminate for cause under Section 17.1 if the successor entity independently commits a material breach following the effective date of the transaction.
Customer may not assign this Agreement or any rights hereunder without the prior written consent of Immerse, and any attempted assignment in violation of this provision shall be null and void.
1.4 Auto-Renewal
Unless otherwise specified in the applicable Order Form, each Subscription Term shall automatically renew for successive periods equal in length to the initial Subscription Term at Immerse's then-current list pricing for such Services, unless either party provides written notice of non-renewal no less than sixty (60) days prior to the end of the then-current Subscription Term. If Customer fails to provide timely notice of non-renewal, the Agreement shall renew as provided herein.
1.5 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Subject to the arbitration provisions in Section 16, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Orange County, California for any matter not subject to arbitration.
To ensure legal and technical clarity, the following terms are defined as follows:
Immerse is a modality-agnostic platform. Access is provided via multiple hardware interfaces, each with specific technical requirements and liability boundaries.
3.1 Virtual Reality (VR) Modality
Immerse provides a native application for supported 6DOF Virtual Reality devices.
3.2 High-Fidelity Desktop Streaming
3.3 Mobile & Tablet Accessibility
3.4 Updates and Versioning
Immerse is an evolving platform. We reserve the right to deploy mandatory updates to ensure security and performance. Older VR hardware designated End of Life by manufacturers may lose functionality over time.
The Immerse Platform incorporates generative Artificial Intelligence (AI) and Large Language Models (LLMs) to facilitate real-time, unscripted language simulations.
4.1 Machine-Driven Interaction Notice
Authorized Users acknowledge that AI Avatars are machine learning models and not human operators. AI may occasionally produce hallucinations (factually incorrect statements) or outputs that reflect biases inherent in third-party training data. AI Content is provided for educational purposes and should not be relied upon as professional, legal, or medical advice.
4.2 Proprietary Data Protection
Immerse utilizes enterprise-grade AI instances. For B2B Customers:
4.3 Prohibited AI Conduct
Authorized Users are strictly prohibited from:
Immerse understands that language training is a mission-critical component of Customer's workforce development.
5.1 Service Availability and Uptime Commitment
Immerse shall provide the Streaming and Authentication Services with a Monthly Uptime Percentage of at least 99.0% (the "Service Level Objective").
5.2 Enterprise Support Tiers
5.3 Scheduled Maintenance
Immerse reserves a weekly window for optimization. At least 48 hours' notice will be provided for maintenance exceeding 15 minutes.
6.1 Spatial Conduct
Authorized Users must maintain professional decorum. Prohibited behaviors include:
6.2 Monitoring and Privacy
6.3 Content Moderation
Immerse utilizes a combination of AI moderation and human review to ensure a safe learning environment. Immerse reserves the right to immediately suspend any Authorized User who violates the Community Guidelines without prior notice to the Customer, though a report of the incident will be shared with the Customer's Admin within 24 hours.
7.1 Definition of Confidential Information
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
7.2 Protection and Use
7.3 Compelled Disclosure
The Receiving Party may disclose Confidential Information to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) so the Disclosing Party may contest the disclosure.
7.4 Diligence and Transaction Disclosure [AMENDED]
Notwithstanding any other provision of this Section 7, Immerse may disclose the existence of this Agreement, the identity of Customer, and the general nature of the commercial relationship to bona fide potential investors, acquirers, or their respective advisors in connection with a financing, merger, acquisition, or other strategic transaction involving Immerse, provided that: (i) such disclosure is made under a binding non-disclosure agreement with terms at least as protective as those in this Agreement; (ii) such disclosure is limited to information reasonably necessary for the purpose of evaluating the transaction; (iii) the potential investor or acquirer is not a direct competitor of Customer; and (iv) Immerse shall not disclose the identity of any Customer that has, by prior written agreement with Immerse, expressly prohibited disclosure of the existence or identity of the commercial relationship. Immerse shall treat the identity of such a Customer as Confidential Information for all purposes of this Section 7.4 and shall represent to potential acquirers only that Immerse has clients in the relevant sector, without identifying those clients by name.
This provision does not permit disclosure of Customer's Confidential Information beyond the existence and general nature of the commercial relationship without Customer's prior written consent. For the avoidance of doubt, pricing, usage data, specific contract terms, and personal data of Authorized Users shall not be disclosed to any potential acquirer or investor pursuant to this Section without Customer's prior written consent, regardless of whether a non-disclosure agreement is in place.
8.1 Scope of Excused Performance
Neither party shall be liable for any failure or delay in performance under this Agreement (except for Customer's obligation to pay fees) for causes beyond that party's reasonable control.
8.2 Specific Immersive Modality Exclusions
8.3 Mitigation and Notice
The party experiencing the Force Majeure event shall provide written notice as soon as commercially practicable and use commercially reasonable efforts to mitigate the impact. If a Force Majeure event prevents the Service from being provided for more than thirty (30) consecutive days, either party may terminate the affected Order Form without penalty.
9.1 Immerse Intellectual Property Indemnity
Immerse shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any and all third-party claims alleging that the Services infringe upon a registered patent, copyright, or trademark of a third party. Immerse shall pay any settled amounts or court-awarded damages, provided that Customer: (i) gives Immerse prompt written notice of the claim; (ii) grants Immerse sole control over the defense and settlement negotiations; and (iii) provides reasonable cooperation at Immerse's expense.
9.2 Exclusions to Immerse Indemnity
Immerse shall have no obligation under Section 9.1 if the infringement arises from: (i) Customer's use of the Services in combination with hardware or software not provided or approved by Immerse; (ii) unauthorized modifications to the Services by Customer or Authorized Users; or (iii) Customer's failure to implement an update or patch provided by Immerse that would have avoided the infringement.
9.3 Customer Indemnity
Customer shall defend, indemnify, and hold harmless Immerse and its affiliates from and against any claims arising out of or related to: (i) Customer Content or proprietary materials uploaded into the Virtual Campus; (ii) any violation of third-party intellectual property rights by an Authorized User; or (iii) any breach of the Community Guidelines by an Authorized User that results in legal action against Immerse.
10.1 Use of Customer Logo and Name
Customer hereby grants Immerse a non-exclusive, royalty-free, worldwide license to use Customer's name and corporate logo in Immerse's marketing materials, including on the Immerse website, in investor pitch decks, and in social media Customer Spotlights.
10.2 Marketing Collateral and Case Studies
Upon mutual agreement, Customer may participate in a written or video case study highlighting the Return on Investment (ROI) or linguistic progress observed through the use of the Immerse platform.
10.3 Revocation and Approval
Customer may revoke the rights granted in Section 10.1 at any time by providing written notice to marketing@immerse.online. Upon receipt, Immerse shall remove Customer's name and logo from all digital materials within ten (10) business days.
11.1 Limited Performance Warranty
Immerse warrants that the Services will perform in substantial accordance with the technical documentation provided to Customer. In the event of a breach of this warranty, Immerse's sole obligation is to use commercially reasonable efforts to correct the non-conformity.
11.2 Broad Disclaimer of Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND THE SLA (SECTION 5), THE IMMERSE PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMMERSE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING:
12.1 External Portals and Hyperlinks
The Immerse Properties, including Virtual Classrooms and Interactive Whiteboards, may contain links to third-party websites, applications, or resources.
12.2 No Endorsement or Liability
Immerse does not monitor, own, or control the content of third-party sites. Authorized Users who access external links do so at their own risk. Immerse shall not be liable for any damage or loss caused by or in connection with the use of or reliance on any content, goods, or services available through any such external resource.
12.3 Customer-Added Third-Party Content
If Customer or its Authorized Users embed third-party content, Customer represents that it has obtained all necessary licenses and permissions to display such content in a group setting.
Immerse operates under a Privacy by Design framework, strictly adhering to the California Consumer Privacy Act (CCPA), GDPR, and all applicable neural data protection laws. For enterprise customers subject to GDPR, Brazil's LGPD, or other applicable data protection regulations, Immerse offers a standalone Data Processing Addendum available at immerse.com/legal/dpa, which is automatically incorporated into this Agreement upon execution of an Order Form.
13.1 Neural and Biometric Data Protections
13.2 Youth and Student Privacy
13.3 Data Subject Rights
14.1 Immerse Proprietary Rights
Immerse retains exclusive ownership of the Immerse Properties, including:
14.2 Customer-Generated Content (CGC)
Any proprietary training materials or Company Lore uploaded by Customer into a private classroom remain the exclusive property of Customer.
14.3 AI-Assisted Works and IP
14.4 Right of Publicity
Customer represents that it has obtained the necessary consents from Authorized Users for the use of their voice and likeness within the virtual environment for internal training purposes. The creation of unauthorized deepfakes or impersonation of executives within the platform is a material breach and a violation of the California AI Transparency Act.
15.1 Cap on Aggregate Liability
IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF IMMERSE INC., ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.2 Exclusion of Indirect and Consequential Damages
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS OR REVENUE; LOSS OF DATA OR NEURAL DATA; BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE SERVICES; REPUTATIONAL HARM OR LOSS OF GOODWILL.
15.3 Exclusions to the Cap [AMENDED]
The limitations set forth in Sections 15.1 and 15.2 shall not apply to: (i) Customer's payment obligations; (ii) either party's breach of confidentiality under Section 7; (iii) claims arising from a party's gross negligence, willful misconduct, or fraud; or (iv) any fines, penalties, or statutory damages imposed by a governmental or supervisory authority (including any data protection authority) under applicable law, including without limitation fines assessed under the GDPR, CCPA/CPRA, Brazil's LGPD, or any equivalent data protection statute, arising out of Immerse's failure to comply with its obligations as a data processor under the Data Processing Addendum or applicable law. For the avoidance of doubt, Immerse does not seek to limit its liability for regulatory enforcement actions arising from its own data processing failures, and nothing in this Section 15 shall be construed to require Customer to indemnify Immerse for penalties assessed against Immerse by a supervisory authority as a result of Immerse's non-compliance with its data processor obligations.
16.1 Informal Resolution
Before initiating formal proceedings, the parties agree to meet and confer in good faith for a period of at least thirty (30) days to attempt an amicable resolution of the dispute.
16.2 Binding Arbitration
If informal resolution fails, the dispute shall be settled by binding arbitration administered by JAMS in Orange County, California.
16.3 Class Action and Jury Trial Waiver
BOTH PARTIES AGREE THAT ANY PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL.
17.1 Termination for Cause
Either party may terminate this Agreement and any associated Order Forms immediately upon written notice if the other party: (i) fails to cure a material breach within thirty (30) days of receiving written notice of said breach; or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency or receivership.
17.2 Termination for Convenience
Unless otherwise stated in an Order Form, Customer may not terminate for convenience during a Subscription Term. If Customer chooses to cease use of the platform before the term ends, no refunds for prepaid fees shall be issued.
17.3 Effect of Termination and Data Portability
By signing an Order Form or accessing the Immerse Properties, Customer confirms they have read, understood, and agreed to this Enterprise Terms of Service.
The Data Processing Addendum (available at immerse.com/legal/dpa) is automatically incorporated into this Agreement upon execution of an Order Form. For customers subject to GDPR, Brazil's LGPD, or other applicable data protection regulations, the DPA constitutes the written processing contract required under GDPR Article 28(3). Customers may request a countersigned copy by contacting legal@immerse.online.
Questions regarding this Agreement should be directed to legal@immerse.online.