Free Trial Terms and Conditions

1.

Trial Access and License Grant

(a) Grant. Subject to this Agreement, Immersive grants Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to access and use the Platform and its accompanying user guides and technical documentation (the “Documentation”) solely for Customer’s internal business evaluation and testing of the Platform (the “Permitted Purpose”) during the Trial Period. “Authorized Users” means Customer’s employees, contractors, and agents authorized by Customer to access the Platform. Customer is responsible and liable for all acts and omissions of its Authorized Users under this Agreement.

(b) Trial Period. Access under this Agreement begins on the date Immersive first provisions Customer’s access credentials (the “Activation Date”) and continues for three (3) months thereafter (the “Trial Period”), unless earlier terminated under Section 8 or extended by mutual written agreement. Immersive charges no fee for access during the Trial Period. Upon expiration of the Trial Period, Customer’s access to the Platform will automatically end unless Customer has entered into a separate paid subscription agreement with Immersive prior to such expiration.

(c) No Production or Commercial Use. Customer shall not, and shall ensure its Authorized Users do not, use the Platform for any commercial, production, revenue-generating, or resale purpose, or for any purpose other than the Permitted Purpose.

(d) Reservation of Rights. Immersive reserves all rights not expressly granted under this Agreement. Nothing in this Agreement grants Customer or any third party, by implication, waiver, estoppel, or otherwise, any right, title, or interest in Immersive’s intellectual property.

2.

Use Restrictions

Customer shall not, and shall ensure its Authorized Users do not, directly or indirectly: (a) copy, modify, translate, or create derivative works of the Platform or Documentation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Platform; (c) sell, resell, sublicense, lease, rent, distribute, or otherwise make the Platform available to any third party; (d) circumvent, disable, or interfere with any security-related feature of the Platform; (e) interfere with or disrupt the integrity or performance of the Platform; (f) introduce any virus, malware, or other harmful code into the Platform; (g) publish or disclose the results of any benchmark or performance testing of the Platform without Immersive’s prior written consent; or (h) use the Platform in violation of applicable law.

Customer acknowledges that certain Platform content, including training labs, simulated cyber ranges, and exercises, is intentionally designed to include simulated malicious code, exploits, or attack scenarios for cybersecurity training purposes, contained within environments designed for that purpose. Such content is an intended feature of the Platform and does not constitute a breach of this Section or a defect in the Platform.

3.

Customer Data; Retention; Aggregated Statistics

(a) Customer Data. “Customer Data” means information and data submitted or uploaded by Customer or its Authorized Users through the Platform, other than Aggregated Statistics. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Immersive a non-exclusive, royalty-free, worldwide license to host, use, reproduce, and display Customer Data solely as necessary to provide the Platform to Customer.

(b) Data Retention on Expiry. If Customer does not upgrade to a paid subscription prior to expiration or termination of the Trial Period, Immersive will retain Customer Data for thirty (30) days following such expiration or termination (the “Grace Period”) to allow Customer to export its Customer Data or convert to a paid subscription. Upon expiry of the Grace Period, Immersive will delete all remaining Customer Data in accordance with Immersive’s internal data retention and destruction procedures.

(c) Aggregated Statistics. Immersive may collect and compile data regarding Customer’s and its Authorized Users’ use of the Platform in de-identified, aggregated form (“Aggregated Statistics”) that does not identify Customer or any individual. Aggregated Statistics are owned solely by Immersive, which may use them for product improvement, benchmarking, and other legitimate business purposes.

(d) Personal Data. To the extent Immersive processes personal data on Customer’s behalf through the Platform, such processing is governed by Immersive’s Data Protection Agreement, available at immersivelabs.com/data-processing-agreement, which is hereby incorporated by reference. Immersive will maintain the security measures outlined in Annex B of the DPA.

4.

Intellectual Property Ownership; Feedback

As between the parties, Immersive owns all right, title, and interest, including all intellectual property rights, in and to the Platform and Documentation (collectively, “Immersive IP”), including all modifications, improvements, and derivative works of the foregoing. No source code or object code access is granted under this Agreement. If Customer or its Authorized Users provide comments, suggestions, or other feedback regarding the Platform (“Feedback”), Immersive may use such Feedback for any purpose without attribution, obligation, or compensation to Customer, and Customer hereby assigns to Immersive all right, title, and interest in and to such Feedback.

5.

Confidentiality

Each party may disclose to the other information regarding its business, technology, or operations that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information”). Confidential Information excludes information that: is or becomes public through no fault of the receiving party; was rightfully known to the receiving party without restriction before disclosure; is rightfully received from a third party without restriction; or is independently developed without use of the disclosing party’s Confidential Information. The receiving party will protect the disclosing party’s Confidential Information using at least the degree of care it uses to protect its own confidential information of a similar nature, and will not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement, or as required by law (subject to prior notice to the disclosing party where legally permitted). This Section 5 survives for three (3) years following expiration or termination of this Agreement, except that trade secrets remain protected for as long as they qualify for trade secret protection under applicable law.

6.

Service Levels; Disclaimer of Warranties

(a) No Service Levels or Support. The Platform is provided on a trial basis only. Immersive has no obligation during the Trial Period to provide any service level commitment, uptime guarantee, technical support, maintenance, upgrades, or error correction, notwithstanding any service level or support commitments that may apply to Immersive’s paid subscription offerings. The Platform may have reduced, altered, or limited functionality during the Trial Period, and its availability may be interrupted for maintenance, review, or evaluation purposes at Immersive’s discretion.

(b) Disclaimer. THE PLATFORM AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. IMMERSIVE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IMMERSIVE DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE, SECURE, OR COMPLETE.

(c) Malicious Code Carve-In. Immersive warrants only that: (i) it will not knowingly introduce code intended to harm Customer’s systems into the Platform; and (ii) it maintains industry-standard firewall and anti-malware protections, in each case except with respect to Platform content described in Section 2 that is intentionally designed for cybersecurity training purposes.

7.

Indemnification; Limitation of Liability

(a) Customer Indemnification. Customer will defend, indemnify, and hold harmless Immersive from and against any third-party claim, and associated losses, liabilities, and reasonable costs, arising from: (i) Customer Data; (ii) Customer’s or an Authorized User’s breach of this Agreement; or (iii) Customer’s or an Authorized User’s violation of applicable law in connection with use of the Platform.

(b) Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Liability Cap. EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7(a), EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $1,000 (ONE THOUSAND DOLLARS) OR ITS MONETARY EQUIVILENT.

(d) Excluded Claims. The exclusions and limitations in this Section 7 do not apply to liability that cannot be limited or excluded as a matter of applicable law, including liability for death or personal injury caused by a party’s negligence, or for fraud or fraudulent misrepresentation.

8.

Term and Termination

(a) Term. This Agreement begins on the Activation Date and continues for the Trial Period, unless earlier terminated as set out below.

(b) Termination for Convenience. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party.

(c) Termination for Breach; Suspension. Immersive may suspend or terminate Customer’s access immediately and without notice if Immersive reasonably believes Customer or any Authorized User has breached this Agreement.

(d) Effect of Termination. Upon expiration or termination of this Agreement, Customer and its Authorized Users must immediately cease using the Platform, and Customer will, on Immersive’s request, certify in writing that any locally stored Documentation and Confidential Information have been deleted or destroyed. Section 3(b) governs the retention and deletion of Customer Data.

(e) Survival. Sections 3(b) through 3(d), 4, 5, 6(b) and 6(c), 7, 8(d) and 8(e), 9, and 10 survive expiration or termination of this Agreement.

9.

Export Control and Sanctions

Customer represents and warrants that it is nor its Authorized Users are not identified on any government restricted-party or denied-persons list and is not organized, located, or resident in any country or region subject to comprehensive U.S., UK, or EU trade sanctions. Customer will comply with all applicable export control and economic sanctions laws in connection with its access to and use of the Platform.

10.

General Provisions

(a) Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.

(b) Entire Agreement; Severability; No Waiver. This Agreement is the entire agreement between the parties regarding the trial of the Platform and supersedes all prior discussions on that subject. If any provision is held unenforceable, the remaining provisions remain in full force and effect. A party’s failure to enforce any provision is not a waiver of that or any other provision.

(c) Counterparts; Electronic Acceptance. This Agreement may be accepted electronically, including by click-through acceptance, or executed in counterparts, each of which is an original and all of which together constitute one agreement.

(d) Contracting Entity, Notices, Governing Law, And Venue: (i) the Immersive entity entering into this Agreement; (ii) the address to which Customer should direct notices under this Agreement; (iii) the law that shall apply in any dispute or lawsuit arising out of or in connection with this Agreement; and the courts that have exclusive jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled as follows: