Last Updated: August 10, 2026 | Effective Date: August 10, 2026 | Supersedes: March 2026 | Governing Jurisdiction: California, USA

1. Relationship Structure & Acceptance

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, including access via virtual reality devices, desktop, mobile, and smart glasses or similar wearable devices.

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. This Agreement incorporates by reference the Data Processing Addendum (the “DPA,” available at immerse.com/legal/dpa), including its Capture & Biometric Schedule. 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. In the event of a conflict between this Agreement and the DPA as to the Processing of personal data, the DPA prevails.

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), including their use of any Capture features. Any breach of the Community Guidelines by an Authorized User, including the Capture etiquette applicable to real-world recording, shall be deemed a breach by the Customer.

1.3 Change of Control

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 Renewal

Subscriptions do not renew automatically. Each Subscription Term continues only until the end of the term stated in the applicable Order Form. Immerse will use commercially reasonable efforts to provide Customer with a renewal notice approximately sixty (60) days before the end of the then-current Subscription Term. Any renewal, and its pricing and duration, is by the mutual written agreement of the parties, which may be effected through a new or amended Order Form. Neither party is obligated to renew.

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.

2. Definitions

To ensure legal and technical clarity, the following terms are defined as follows:

• “AI Avatars”:Non-human conversational agents utilizing proprietary Machine Learning and third-party Large Language Models (LLMs) to facilitate real-time, unscripted language practice within the Immerse Properties.
• “Authorized User”:A specific individual (employee, contractor, or student) whom Customer has authorized to use the Services and for whom Customer has paid the applicable fees. Licenses are assigned to a unique User ID and are not concurrent unless specified in the Order Form.
• “Biometric Data”:Data constituting biometric identifiers or biometric information under applicable law (for example, voiceprints or facial geometry), to the extent Processed by Immerse. Immerse does not perform facial recognition and does not use Capture Data to identify, verify, or profile any individual.
• “Capture”:The Immerse feature that lets an Authorized User use a device camera and microphone to turn real-world moments into personalized language-learning content. Capture is available across devices — including mobile, desktop, and smart glasses — and is subject to the same privacy rules regardless of device.
• “Capture Data”:Camera imagery, video, and audio made available to the Application to power real-time, camera- and voice-aware coaching, together with any still image and interaction content (such as transcripts and learning signals) derived from that capture. Real-time audio and video are processed live and are not themselves retained; a transcript (always created) and any still image are the retained data categories, handled as Transcription Data and governed by the DPA.
• “Data Processing Addendum” or “DPA”:The standalone data processing agreement between Immerse and Customer available at immerse.com/legal/dpa, which is automatically incorporated into this Agreement upon execution of an Order Form and governs the processing of personal data by Immerse on behalf of Customer, including its Capture & Biometric Schedule.
• “Effective Date”:The date of the last signature on the initial Order Form or the date of first access to the Services, whichever occurs first.
• “Immerse Properties”:The entirety of the Immerse ecosystem, including but not limited to the VR/Mobile/Web/Desktop Applications, Capture and coaching features, cloud-rendering streaming infrastructure, 3D assets, AI feedback engines, and curriculum modules.
• “Order Form”:The ordering document or online purchasing flow that specifies the Services to be provided, the fees, and the subscription term.
• “Seat”:The individual license required for each Authorized User. Seat Management refers to the Customer’s right to reassign a license from one departing employee to a new hire within the administrative dashboard.
• “Smart Glasses”:Wearable devices (including Meta Ray-Ban AI glasses and similar wearables) that are one of the devices on which the Services, including Capture, may be used.
• “Sub-processor”:Any third-party data processor engaged by Immerse to process personal data on Customer’s behalf, including but not limited to OpenAI, Google LLC (Gemini), Deepgram, Inc., Microsoft Azure Speech, Meta Platforms, Inc., and cloud infrastructure providers, as listed at immerse.com/legal/subprocessors.
• “Third-Party Individuals”:Persons who are not Authorized Users and who may be incidentally captured by the Capture feature.

3. Cross-Platform Access & Hardware

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.

• Enterprise MDM:For B2B deployments, Customer is responsible for managing headsets via Mobile Device Management (MDM) or Quest for Business platforms. Immerse will provide APKs or private store links as necessary.
• Hardware Liability:Immerse is a software provider and is not responsible for the maintenance, battery life, or physical failure of Customer-owned headsets, including damage caused by the intensive physical nature of immersive language learning.

3.2 High-Fidelity Desktop Streaming

• Technical Requirements:Streaming requires a stable internet connection with a minimum consistent bandwidth of 15 Mbps.
• Latency:Customer acknowledges that high-latency networks (e.g., restricted corporate VPNs or satellite internet) may degrade the voice-recognition and social features of the platform.

3.3 Mobile & Tablet Accessibility

• Feature Parity:Customer acknowledges that the Mobile version is optimized for on-the-go review and does not support full spatial audio or 6DOF interaction.
• Store Terms:Use of the mobile application is subject to the terms of the Apple App Store or Google Play Store.

3.4 Capture (Cross-Device)

Where enabled on an Order Form, Immerse provides Capture-based coaching across supported devices — mobile, desktop, and smart glasses — using the applicable device’s camera and microphone. The same privacy rules apply regardless of device.

• Feature Enablement & Consent:Capture is disabled by default and activates per Authorized User only after in-application opt-in consent, which Immerse logs (user ID, timestamp, policy version). The Services otherwise continue to function if Capture is not enabled.
• Real-Time Processing:The device camera and microphone provide imagery and audio to power real-time, camera- and voice-aware coaching. Real-time audio and video are processed live and are not retained; only the derived interaction content needed to generate lessons is retained as Transcription Data under the DPA.
• Hardware Liability:Immerse is a software provider and is not responsible for the maintenance, battery life, firmware, or physical failure of Customer- or user-owned devices, or for any device platform’s own toolkit or payment processing.
• Lawful Use:Customer and its Authorized Users are responsible for using Capture safely and lawfully, including compliance with applicable recording, wiretap, and privacy laws and Section 6.4.

3.5 Updates and Versioning

Immerse is an evolving platform. We reserve the right to deploy mandatory updates to ensure security and performance. Older hardware designated End of Life by manufacturers may lose functionality over time.

4. Artificial Intelligence (AI) Policy & Ethical Use

The Immerse Platform incorporates generative Artificial Intelligence (AI) and Large Language Models (LLMs) to facilitate real-time, unscripted language simulations, including Capture-based coaching where enabled.

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:

• No Foundation Training:Customer Data and Authorized User inputs are not used by third-party LLM providers to train their public foundation models.
• Pseudonymization:Immerse excludes direct account identifiers (name, email, account ID) from text prompts before they are processed by external AI sub-processors. This is pseudonymization, not anonymization: the data can still be linked back to a user by Immerse. This applies to text only, as visual content from Capture and audio processed for transcription or pronunciation cannot be filtered the same way.
• Processing Architecture and Retention:Asynchronous generation, evaluation, and text-to-speech are routed through Immerse’s own backend to the applicable provider. None of Immerse’s AI providers train on Immerse’s data. Retention of inputs for abuse monitoring differs by vendor: OpenAI may retain inputs for up to thirty (30) days (or zero retention where agreed); Google (Gemini), which also powers real-time Capture coaching, may retain inputs briefly for abuse monitoring; and Deepgram and Microsoft Azure Speech do not retain by default. Real-time coaching and speech-to-text connect using short-lived tokens.

4.3 Prohibited AI Conduct

Authorized Users are strictly prohibited from:

• Adversarial Prompting:Attempting to jailbreak or manipulate AI Avatars to bypass safety filters or generate restricted content.
• Automated Harvesting:Using bots or scripts to scrape AI responses for the purpose of building competing datasets or models.
• Reverse Engineering:Attempting to extract the underlying weights, parameters, or logic of Immerse’s proprietary AI feedback engine.

4.4 No Biometric Profiling

Immerse does not perform facial recognition and does not use Capture Data or Biometric Data to identify, verify, or profile any individual. Where processing of voice or facial characteristics would constitute Biometric Data under applicable law, Immerse processes it only for the stated learning purpose, subject to opt-in consent and the retention limits in the DPA, and never to make employment, reliability, or aptitude determinations.

5. Service Levels & Enterprise Support

Immerse understands that language training is an important component of Customer’s workforce development.

5.1 Service Availability

Immerse targets a Monthly Uptime Percentage of at least 99.0% for the Streaming and Authentication Services (the “Service Level Objective”) and will use commercially reasonable efforts to meet that target.

• A. Calculation Methodology:Monthly Uptime % = [(Total Minutes in Month − Unscheduled Downtime) / Total Minutes in Month] × 100.
• B. Definition of Unscheduled Downtime:“Unscheduled Downtime” is the total accumulated minutes during a calendar month in which the Immerse Properties are unresponsive or inaccessible to more than 5% of the Customer’s Authorized User base.
• C. Exclusions:Uptime excludes Scheduled Maintenance, Customer-side failures, Force Majeure, and outages caused by upstream third-party providers (for example, AWS, OpenAI, Google Gemini, Deepgram, and Meta).
• D. Service Credits:Any service-credit remedies, and their calculation, will be as set out in the applicable Order Form.

5.2 Enterprise Support

Immerse provides enterprise support during normal business hours and will use commercially reasonable efforts to respond to and resolve issues in a timeframe appropriate to their severity, prioritizing widespread or critical issues. The following response targets are objectives rather than binding commitments, and specific response or resolution targets, if any, will be as agreed in the applicable Order Form:

• Priority 5 — Critical (Widespread Operations Halted):first response targeted within 4–6 working hours.
• Priority 4 — High (Widespread Operations Affected):first response targeted within 24 hours.
• Priority 3 — Medium (Non-Critical Issues):first response targeted within 36 hours.
• Priority 2 — Low (Small or Isolated Issues):first response targeted within 36 hours.
• Priority 1 — Trivial (Minimal Impact):first response targeted within 36 hours.

5.3 Scheduled Maintenance

Immerse performs routine maintenance and optimization from time to time and will use commercially reasonable efforts to provide advance notice of significant scheduled maintenance that is expected to materially affect availability.

6. User Conduct & Virtual Decorum

6.1 Spatial Conduct

Authorized Users must maintain professional decorum. Prohibited behaviors include:

• Spatial Harassment:Intentional blocking of other users’ views, aggressive body-blocking, or non-consensual physical proximity.
• Obscene Gestures:Using VR controllers to perform lewd or offensive gestures.
• Auditory Disruption:Playing loud music, shouting over instructors, or using voice-modulation software to harass others.

6.2 Monitoring and Privacy

• Pedagogical Recording:Instructors may record sessions for Classroom Playback or student review. A persistent visual icon will indicate when a session is being recorded. Where a recording will be used for any purpose beyond delivering or reviewing the session with participants — such as product research, quality assurance, or model improvement — Immerse relies on the Authorized User’s separate, explicit, opt-in consent, which the user may withdraw at any time, rather than on continued participation.
• Enterprise Oversight:Customer acknowledges that Immerse provides administrative tools allowing Customer to view usage logs, chat transcripts, and performance metrics for its Authorized Users.

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.

6.4 Capture Conduct & Acceptable Use

Where Capture is enabled, Customer shall instruct, and each Authorized User shall observe, the following. Do not record in private or restricted spaces (including bathrooms, locker rooms, medical or childcare facilities, and secure or government facilities) or wherever recording is prohibited. In shared or public spaces, make people around you aware that you may be capturing, honor any request not to be recorded, and never record covertly. Authorized Users must comply with all applicable recording, wiretap, and privacy laws and obtain any consent those laws require from people they record, and must follow the rules of the venue, campus, or workplace they are in. Immerse may suspend or disable Capture for conduct that violates this Section, and a report of any such action will be shared with the Customer’s Admin within 24 hours.

7. Confidentiality and Data Protections

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.

• Immerse Confidential Information:Includes the proprietary AI feedback logic, non-public 3D environment designs, specific pedagogical Agentic workflows, pricing, and the roadmap for upcoming VR/AR features.
• Customer Confidential Information:Includes the personal data of Authorized Users, Customer-specific training materials, custom vocabulary lists, and internal corporate strategies discussed within the private Virtual Campus.

7.2 Protection and Use

• Standard of Care:Use the same degree of care to protect Confidential Information as used to protect the receiving party’s own sensitive data (but no less than reasonable care).
• Purpose Limitation:Use the Confidential Information only to exercise rights and fulfill obligations under this Agreement.
• Access Control:Limit access to employees, contractors, and sub-processors who need access to perform the Services and who are bound by confidentiality terms no less restrictive than these.

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

Notwithstanding any other provision of this Section 7, Immerse may disclose the existence of this Agreement, the identity of Customer, the general nature of the commercial relationship, the commercial terms of this Agreement (including pricing and fees), and aggregate, anonymized, or de-identified usage and performance data, 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.

For the avoidance of doubt, the personal data of Authorized Users, including any Capture Data or Biometric Data, shall not be disclosed to any potential acquirer or investor pursuant to this Section without Customer’s prior written consent, and any processing or transfer of such personal data shall remain governed exclusively by the Data Processing Addendum and applicable law. Except for such personal data, disclosure of the commercial terms, pricing, and aggregate or de-identified usage and performance data of this Agreement to a bona fide potential investor, acquirer, or advisor under a binding non-disclosure agreement satisfying the conditions of this Section 7.4 is permitted without further consent of Customer.

8. Force Majeure (Uncontrollable Events)

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

• Infrastructure Failures:Large-scale regional failures of the internet backbone, cloud-rendering data centers (e.g., AWS/Azure/GCP), or third-party AI API providers (e.g., OpenAI/Anthropic/Google).
• Physical & Environmental Acts:Fires, floods, earthquakes, or electromagnetic pulses.
• Civil & Legal Disruptions:War, terrorism, riots, or sudden changes in local regulations that prohibit the use of AI-driven educational tools or VR hardware.
• Connectivity Failures:Major fiber optic cable cuts or international digital transmission link interruptions that prevent the low-latency streaming required for the Services.

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. Indemnification

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; (iii) any breach of the Community Guidelines by an Authorized User that results in legal action against Immerse; or (iv) any unlawful recording, or any failure to obtain any consent required, in connection with Capture by an Authorized User.

10. Publicity and Trademark Usage

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 support@immerse.online. Upon receipt, Immerse shall remove Customer’s name and logo from all digital materials within ten (10) business days.

11. Warranties and Disclaimers

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 SERVICE LEVELS IN 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:

• PEDAGOGICAL OUTCOMES:NO WARRANTY IS MADE THAT ANY AUTHORIZED USER WILL ACHIEVE A SPECIFIC LEVEL OF LANGUAGE FLUENCY OR PASS ANY PROFESSIONAL CERTIFICATION.
• AI RELIABILITY:NO WARRANTY IS MADE THAT AI AVATAR RESPONSES WILL BE FACTUALLY ACCURATE OR FREE OF MACHINE-LEARNING BIASES.
• ENVIRONMENT COMPATIBILITY:NO WARRANTY IS MADE THAT THE SERVICES WILL BE COMPATIBLE WITH THE CUSTOMER’S SPECIFIC INTERNAL CORPORATE FIREWALLS OR NETWORK CONFIGURATIONS WITHOUT PRIOR TECHNICAL ADJUSTMENT.
• CAPTURE AVAILABILITY:NO WARRANTY IS MADE THAT CAPTURE OR REAL-TIME COACHING WILL BE AVAILABLE ON ALL DEVICES OR IN ALL JURISDICTIONS. BETA FEATURES ARE OFFERED WITHOUT WARRANTY AND MAY BE MODIFIED OR DISCONTINUED.

12. Third-Party Links and External Content

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.

13. Data Privacy & Biometric Data

Immerse operates under a Privacy by Design framework, strictly adhering to the California Consumer Privacy Act (CCPA/CPRA), GDPR, Brazil’s LGPD, UK GDPR, and applicable biometric data protection laws. For enterprise customers, 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. Where Customer enables Capture, the DPA’s Capture & Biometric Schedule additionally applies.

13.1 VR Interaction Data & Biometric Protections

In VR and other immersive modalities, the Services process interaction data such as headset and controller position and orientation and voice-derived avatar animation, solely to render and facilitate the immersive experience. Immerse does not perform eye-tracking and does not collect neural, brain-activity, or nervous-system data, and the Services are not designed to infer a user’s mental or emotional state. Immerse processes any Biometric Data solely for the stated learning purpose and only on opt-in consent captured through the Services. Immerse is prohibited from selling Capture Data or Biometric Data, or using it to profile a user’s mental state, reliability, or aptitude for third-party marketing or employment decisions, and will not use such data to train third-party foundation models.

13.2 Capture Data

Where Capture is enabled, the device camera and microphone provide Capture Data to power real-time coaching. Capture is user-initiated only, with no background listening. For each captured moment, the Application always creates a transcript and may also create a single still image; no video is ever stored, and the real-time streams used to create them are processed live and are not themselves retained. Captured moments are stored locally on the user’s device by default and are stored on Immerse servers only if the user turns on cross-device sync or when a moment is turned into a lesson; the resulting transcript, any still image, and derived interaction content are handled as Transcription Data under the DPA. Still images, where created, are used only for the user’s own review and are not transmitted to third-party AI providers; only transcripts are sent to the AI providers that generate coaching and lessons. Real-time coaching and transcription are provided by Google (Gemini), which may retain inputs briefly for abuse monitoring and does not train on our data. Immerse applies data minimization, does not use Capture Data for advertising, does not sell it, and de-identifies any incidental content referencing Third-Party Individuals.

13.3 Third-Party (Bystander) Data

Capture may incidentally include Third-Party Individuals. Because real-time audio and video are not retained, incidental capture generally is not stored; where any derived content references non-users, Immerse minimizes and de-identifies it and does not use it to identify anyone. Customer is responsible for ensuring lawful capture by its Authorized Users, including obtaining any consent required by applicable recording, wiretap, and privacy laws.

13.4 Youth and Student Privacy; FERPA

• Under-16 Protections:Personal information of users under 16 is treated as Sensitive Personal Information (SPI), triggering the highest tier of data minimization and parental/institutional consent requirements; because Capture may incidentally include apparent minors, Immerse minimizes and promptly deletes or de-identifies such incidental content.
• Education Customers (FERPA):Where Customer is an educational institution and Authorized Users are students, with respect to any “education records” Processed via the Services, Immerse acts as a “school official” with a legitimate educational interest under Customer’s direct control, uses education records only to provide the Services, does not re-disclose them except as permitted by FERPA and Customer’s instructions, and returns or deletes them on termination per the DPA.

13.5 Data Subject Rights

• Limit Use of SPI:Every enterprise dashboard includes a “Limit the Use of My Sensitive Personal Information” link.
• Access and Correction:Authorized Users have the right to access and correct their data, and to delete derived Capture content or withdraw Capture consent in Settings. Correction requests follow the data downstream to any authorized sub-processors.

13.6 Automated Decision-Making

Immerse’s proficiency scores, feedback, and learning recommendations are educational aids. Immerse does not use them to make decisions that produce legal or similarly significant effects about Authorized Users, and no such decision is based solely on automated processing within the Services. Where Customer uses these outputs to inform decisions about individuals (for example, training completion or role readiness), Customer is responsible for providing meaningful human review and any notices or safeguards required by applicable law, including Article 22 of the GDPR.

14. Intellectual Property & AI Authorship

14.1 Immerse Proprietary Rights

Immerse retains exclusive ownership of the Immerse Properties, including:

• Proprietary 3D environments (The Commons, The Bistro, etc.).
• Linguistic feedback algorithms and AI Agentic workflows.
• The unique spatial curriculum designed for immersive retention.

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.

• Usage License:Customer grants Immerse a limited, non-exclusive license to host and display this content only for Customer’s Authorized Users; for real-world content captured via Capture, this license is limited to hosting, processing, and generating the applicable learning content and is not a general publicity license.
• Capture Representations:Customer represents and warrants that it and its Authorized Users have all rights and consents necessary for any content captured and submitted, including the rights of any other people who appear or are heard in it.

14.3 AI-Assisted Works and IP

• Human Authorship:Copyright protection for AI-assisted works requires a Human-in-the-Loop. The creative prompt and pedagogical direction provided by the User/Customer constitute the protected human contribution.
• Ownership of Output:Intellectual property rights for unique content generated by AI tool outputs (e.g., a translated business proposal created in-app) reside with the Customer. Immerse makes no claim to ownership of any AI-generated output produced by or for the Customer using the Immerse platform.

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. Limitation of Liability

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, CAPTURE DATA, OR BIOMETRIC DATA; BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE SERVICES; REPUTATIONAL HARM OR LOSS OF GOODWILL.

15.3 Exclusions to the Cap

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; or (iii) claims arising from a party’s gross negligence, willful misconduct, or fraud.

Data-Protection Super-Cap.Notwithstanding Section 15.1, Immerse’s aggregate liability for fines, penalties, or statutory damages imposed by a governmental or supervisory authority (including any data protection authority under the GDPR, CCPA/CPRA, Brazil’s LGPD, or any equivalent statute) arising out of Immerse’s failure to comply with its obligations as a data processor under the Data Processing Addendum or applicable law shall not exceed three (3) times the total fees paid by Customer under the applicable Order Form in the twelve (12) months immediately preceding the event giving rise to the claim (the “Data-Protection Cap”). The Data-Protection Cap is the sole and exclusive limit on such liability and shall be mirrored in, and read consistently with, the Data Processing Addendum.

For the avoidance of doubt, 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. Dispute Resolution and Arbitration

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.

• Rules:For claims under $250,000, JAMS Streamlined Arbitration Rules shall apply. For larger claims, the JAMS Comprehensive Arbitration Rules shall apply.
• Arbitrator:A single neutral arbitrator with experience in the SaaS and immersive technology industries shall be selected.
• Confidentiality:All aspects of the arbitration, including the award, shall be kept strictly confidential except as required by law.

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. Term and Termination

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

• Cessation of Use:Upon termination, all licenses granted herein shall immediately cease. Authorized Users will lose access to the VR and Streaming environments.
• Data Retrieval:For a period of thirty (30) days post-termination, Customer may request an export of their Authorized Users’ progress and performance data in a standard format (.CSV or .JSON). Retention and deletion of Customer Data thereafter are governed by the DPA, which provides for a defined post-termination retention period and deletion or return on request.
• Survival:Sections 4 (AI Policy), 7 (Confidentiality), 13 (Data Privacy), 14 (Intellectual Property), 15.3 (Exclusions to Liability Cap), and 16 (Dispute Resolution), together with the surviving provisions of the DPA, shall survive the termination of this Agreement.

Acknowledgement

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 support@immerse.online.

Questions regarding this Agreement should be directed to support@immerse.online.