Metaenga End User License Agreement

This End User License Agreement (“EULA”) is between Metaenga, Inc., a Delaware corporation with a registered address at 1111B South Governors Avenue, Dover, Delaware 19904, United States (“Metaenga”, “we”, “us” or “our”), and the business or organisation that obtains the Software under an Order (“Customer”). A person whom Customer authorises to install, access or use the Software is an “Authorised User” or “User”.

The Software is intended for business, professional, educational and organisational training. This is not a consumer licence.

“Order” means an order form, quote, statement of work or other ordering document accepted by Customer and Metaenga. “Agreement” means the applicable Order, signed MSA, Data Processing Agreement, this EULA and Terms of Service according to Section 2.

Customer accepts this EULA through a signed Order or MSA, or an affirmative electronic acceptance by a person authorised to bind Customer. An Authorised User receives permission through Customer and must comply with the user-facing conduct, safety and licence provisions of this EULA and Customer’s policies.

1. Software covered

“Software” means the Metaenga software and related Documentation made available under an Order, including where applicable:

• native VR or headset applications;
• browser-based training applications;
• downloadable clients;
• self-contained course packages;
• local-first software that stores session data on a device;
• software components that synchronise with a Metaenga or Customer-controlled service;
• updates and patches supplied by Metaenga.

The specific Software, modules, devices, users, sites, licence term, hosting model and support are defined in the applicable Order or Customer agreement.

2. Contract hierarchy

If documents conflict, the following order applies:

1. a signed MSA, Order or Statement of Work;
2. the Data Processing Agreement and mandatory transfer terms, for Personal Data;
3. this EULA, for Software licence matters;
4. the Terms of Service;
5. Documentation.

An enterprise agreement may grant broader, perpetual or customer-hosted rights. This EULA does not reduce those expressly granted rights.

The Privacy Policy and Cookie Policy are transparency notices, not licence terms.

3. Licence

Subject to the Agreement and payment of applicable fees, Metaenga grants Customer and its Authorised Users a limited, non-exclusive, non-sublicensable and non-transferable licence to install, access and use the Software:

• for Customer’s internal training, evaluation and related business purposes;
• on the users, devices, sites and environments permitted by the Order;
• during the stated licence term.

If an Order expressly grants a perpetual licence to a self-contained compiled deliverable, that licence continues after the end of hosted Services, subject to the Order and this EULA.

No ownership of the Software is transferred.

4. Authorised users and devices

Customer is responsible for:

• authorising eligible Users;
• assigning and removing access;
• keeping credentials and activation details secure;
• managing Customer-controlled devices and identity systems;
• complying with headset, app-store and device-management terms;
• using MFA where required for the deployment.

You must not share an individual account or bypass device or user limits.

5. Installation, local operation and synchronisation

Depending on the deployment, the Software may:

• operate in a browser;
• run natively on a VR headset;
• operate temporarily without network connectivity;
• store configuration and session records in a local device database;
• synchronise authorised records when connectivity becomes available;
• send agreed records to a Metaenga backend, Customer system or approved integration.

The actual data fields, synchronisation route, retention, export and hosting locations are defined by the Order, applicable DPA and deployment schedule. The Privacy Policy and customer notice describe the Processing but do not amend those contractual instructions.

A Customer-hosted or self-contained package may operate without Metaenga runtime hosting. A local-first or hosted deployment may require connectivity for account management, updates, synchronisation, reporting or support.

Customer must not assume that SCORM, xAPI, SuccessFactors or another integration is included unless the Order expressly includes it.

6. Restrictions

Except as the Agreement or mandatory law permits, you must not:

• copy, reproduce, distribute, sell, rent, lease, sublicense or commercially exploit the Software;
• modify, translate, adapt, reverse engineer, decompile or disassemble it;
• bypass licence, access, security or device controls;
• remove copyright, trademark or proprietary notices;
• access source code or non-public interfaces without authorisation;
• use the Software to create a competing product through unauthorised extraction;
• introduce malware or interfere with the Software;
• use the Software unlawfully or infringe another person’s rights;
• use the Software to control live industrial equipment; the Software covered by this EULA is not designed or authorised for live industrial control.

These restrictions do not limit non-waivable rights under applicable law, including lawful backup, observation, testing or interoperability rights.

7. Customer materials, data and results

Customer retains all rights in:

• Customer-provided procedures, content, media and source materials;
• learner account and session data;
• training results and Customer reports;
• other Customer Data.

Metaenga receives only the limited rights necessary to provide, secure and support the Software and follow Customer’s documented instructions.

Metaenga does not acquire ownership of Customer Data by receiving, storing, synchronising or displaying it.

Metaenga will not sell enterprise learner data, use it for advertising or use Customer Personal Data to train a shared or general-purpose AI model without a separate written agreement and lawful assessment.

Ownership and licence rights for custom content, compiled deliverables, reusable Metaenga technology and Customer source materials are governed by the Order.

8. Privacy and security

Personal Data is handled according to the applicable Privacy Policy, Customer notice, DPA and Order.

Where Metaenga Processes learner Personal Data for a Customer, Customer normally acts as Controller and Metaenga as Processor. Customer decides the purpose, learners, result use and retention instructions.

Customer-controlled devices, networks, identity systems and integrations remain Customer’s responsibility.

No system can be guaranteed completely secure. You must promptly report suspected unauthorised access, loss of a device or security issue to Customer and Metaenga through the approved support channel.

9. Third-party and open-source components

The Software may include or interoperate with:

• open-source components;
• headset operating systems and app stores;
• identity providers;
• LMS or reporting systems;
• Customer-selected services.

Open-source notices and licences apply to the relevant components and prevail where required.

Metaenga is not responsible for a third party’s independent service, terms, privacy practices, outage or later compatibility change, unless the Order expressly provides ongoing compatibility support.

10. Updates and changes

Metaenga may provide updates, patches, security fixes and feature changes.

An update may be required to maintain security, compatibility or support. Customer is responsible for deploying updates on Customer-controlled devices unless the Order assigns that responsibility to Metaenga.

Metaenga will not materially reduce paid core functionality during a committed term without a reasonable alternative or the remedy stated in the Agreement. This limitation does not apply to beta, evaluation or no-charge functionality identified as such.

Metaenga will provide reasonable notice of a material change to this EULA for an active paid licence. A signed enterprise Order cannot be amended solely by posting a new EULA.

11. Support and availability

Support, maintenance, response targets, compatibility and service availability are included only as stated in the Order.

Self-contained or perpetual deliverables do not include ongoing hosting, support, maintenance or compatibility work unless the Order says so.

Evaluation and pilot Software may change and may not be suitable for production use unless accepted and approved under the applicable Order.

12. Training and safety

The Software is a simulation and training tool. Unless an Order expressly states otherwise, it:

• does not control, isolate or monitor live equipment;
• does not provide real-time operational instructions;
• does not replace Customer procedures, permits, supervision, competency assessment or legally required training;
• does not certify that a learner is competent or authorised to perform work;
• does not make employment or disciplinary decisions.

Customer is responsible for validation by qualified subject-matter experts and for deciding how results are used.

For VR use, Customer and User must:

• follow headset manufacturer health and safety guidance;
• use a suitable clear physical area;
• use appropriate supervision and hygiene;
• stop immediately if the User feels unwell or the environment becomes unsafe;
• not use VR in a location where loss of awareness could create a hazard.

13. AI features

AI functionality is included only where expressly approved in an Order or another written Customer approval.

Pre-built assets produced with the assistance of content-production tools do not mean the delivered Software uses AI at runtime.

Unless an Order states otherwise:

• scenario logic and scoring may be deterministic;
• the Software does not use Customer Data to train shared or general-purpose models;
• generated or suggested content requires qualified human review;
• AI output must not be treated as live or safety-critical operational advice.

14. Intellectual property and feedback

Metaenga and its licensors own the Software, Documentation, templates, tools, technology and all related intellectual-property rights, excluding Customer materials and Customer Data.

If you provide feedback, you give Metaenga permission to use it without restriction or payment. You are not required to disclose Customer Confidential Information. Feedback does not transfer ownership of Customer Data or Customer Content.

15. Warranty and disclaimers

Warranty, acceptance and remedies for paid Software are stated in the Order or Terms of Service.

Evaluation, beta and no-charge Software is provided “as is” to the maximum extent permitted by law.

Except for express written warranties, Metaenga disclaims implied warranties to the maximum extent permitted by law. Rights and remedies that cannot lawfully be excluded remain unaffected.

16. Liability and indemnity

The liability limits, exclusions, indemnities and claim procedures in the applicable Order or Terms of Service apply to this EULA.

Nothing excludes liability that applicable law does not permit the parties to exclude, including liability for fraud and certain death or personal-injury claims.

17. Suspension and termination

Metaenga may suspend affected use where reasonably necessary to:

• address an immediate security threat or unlawful use;
• comply with law;
• enforce a material licence restriction;
• address undisputed overdue fees after notice.

Where practicable, Metaenga will provide notice and limit the suspension.

The licence ends when:

• its stated term expires;
• the applicable Agreement is terminated;
• Customer or User materially breaches the Agreement and does not cure the breach within the permitted period.

On termination, Customer and User must stop using and uninstall the affected Software, except for rights that the Order expressly states survive or are perpetual.

Customer must follow the documented process to export, synchronise or delete local records before uninstalling. Metaenga will return or delete hosted Customer Personal Data according to the DPA and applicable retention schedule.

18. Export controls and sanctions

Customer and User will comply with export-control, sanctions and trade laws that apply to them, including applicable U.S., EU and UK restrictions.

The Software must not be provided to a prohibited person, territory or end use. Metaenga may refuse or suspend performance where reasonably required for legal compliance.

19. Governing law and courts

This EULA is governed by Delaware law, excluding conflict-of-law rules.

The state and federal courts located in Delaware have exclusive jurisdiction, except that either party may seek urgent injunctive relief in another competent court.

Mandatory laws and rights that cannot be waived, including applicable consumer, data-protection and software-interoperability rights, remain unaffected.

20. General

You may not assign this EULA except as permitted by the Customer’s Agreement.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue.

Failure to enforce a provision is not a waiver.

This EULA and the documents in Section 2 are the entire agreement concerning the Software licence.

21. Contact

Metaenga, Inc.
1111B South Governors Avenue
Dover, Delaware 19904
United States
Email: support@metaenga.com