Metaenga Terms of Service

These Terms of Service (“Terms”) are 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 identified as the customer in an Order or an authorised electronic acceptance flow (“Customer”, “you” or “your”).

These Terms apply only to business, professional and organisational use. They are not consumer terms. If Metaenga later offers direct consumer purchases, separate consumer terms will apply.

If you use the Services as an employee, contractor, learner or other person authorised by a Customer, you are an “Authorised User”, not the Customer. The Customer’s Agreement governs the commercial relationship. You must comply with the user-facing conduct, safety and licence provisions that apply to you.

These Terms become binding through a signed Order or MSA, or an affirmative electronic acceptance by a person authorised to bind Customer. Mere browsing of the public website does not create a Customer contract under these Terms.

1. Definitions

Agreement means these Terms, the applicable Order and documents incorporated by reference according to Section 2.

Authorised User means a person permitted by Customer to access or use the Services.

Customer Content means training materials, procedures, documents, media, 3D assets, configurations and other content submitted by or for Customer.

Customer Data means data submitted to or generated through the Services for Customer, including learner account data, training sessions, results and reports. Customer Data does not include Metaenga’s software, documentation or effectively De-identified Data.

De-identified Data means data processed so that neither an individual nor Customer can reasonably be identified by Metaenga or another person using means reasonably likely to be used.

Documentation means user, deployment, training and technical documentation that Metaenga provides for the applicable Services.

DPA means the Metaenga Data Processing Agreement executed or accepted by the parties.

EULA means the Metaenga End User License Agreement applicable to downloadable, browser or native software.

Order means an order form, quote, statement of work, subscription selection or other ordering document accepted by both parties.

Services means the website, hosted platform, browser training, native VR applications, software, content, professional services, support and deliverables identified in an Order or made available by Metaenga.

2. Contract hierarchy

If documents conflict, the following subject-specific rules apply unless the parties expressly agree otherwise:

1. mandatory transfer clauses and the DPA control the Processing of Personal Data;
2. an Order or Statement of Work controls the scope, deliverables, acceptance, fees, term and deployment-specific terms;
3. a signed MSA controls the remaining negotiated commercial and legal terms;
4. the EULA controls Software licence and end-user matters;
5. these Terms control the remaining service relationship;
6. Documentation describes operation but does not amend a signed Agreement.

The Privacy Policy and Cookie Policy are transparency notices. They do not amend a signed Order or create a consent-based contract.

An enterprise Order may replace or supplement these Terms. A self-contained deliverable may have licence and support terms that survive the end of hosted Services.

3. Services and deployment models

Metaenga may provide:

• hosted platform services;
• browser-based training;
• native VR/headset applications;
• software or content installed in a Customer-controlled environment;
• self-contained packages;
• local-first software that stores data on a device and synchronises when enabled;
• dashboards, exports or approved integrations;
• content production, configuration, support and professional services.

The Order defines the purchased deployment, users, devices, locations, deliverables, term, fees, acceptance, support and integrations.

An integration such as SCORM, xAPI, an LMS or SuccessFactors is included only where the Order expressly says so. Metaenga is not responsible for a third party’s later platform change unless ongoing compatibility support is included.

4. Access and accounts

Subject to the Agreement, Metaenga grants Customer a limited, non-exclusive, non-transferable right during the applicable term to permit its Authorised Users to access and use the Services for Customer’s internal business, training and evaluation purposes.

Customer will:

• authorise only eligible users;
• provide accurate account and administrative information;
• assign appropriate roles and permissions;
• protect credentials and require users not to share them;
• use MFA where required or made mandatory for the deployment;
• promptly remove access that is no longer needed;
• notify Metaenga without undue delay of suspected unauthorised access.

Customer is responsible for activity by its Authorised Users to the extent permitted by law, except where the activity results from Metaenga’s breach of the Agreement.

5. Customer responsibilities

Customer is responsible for:

• choosing appropriate training objectives, learners and procedures;
• ensuring Customer Content and instructions are lawful and accurate;
• validating customer-specific safety and operational content through qualified subject-matter experts;
• providing notices and lawful instructions for Customer Personal Data;
• configuring its devices, networks, identity systems and integrations that are outside Metaenga’s control;
• providing a physically safe environment, supervision and device hygiene for VR use;
• deciding whether a learner’s result meets an internal or regulatory requirement.

Metaenga training supplements, but does not replace, Customer’s risk assessment, procedures, supervision, competency determination or legal duties.

6. Acceptable use

You must not, and must not permit another person to:

• use the Services unlawfully or to violate another person’s rights;
• upload malware or harmful code;
• attempt unauthorised access, security testing or disruption;
• bypass technical or usage limits;
• share credentials or access outside the permitted organisation;
• use the Services to operate or control live industrial equipment; the Services covered by these Terms are not designed or authorised for live industrial control;
• submit biometric, health, special-category or highly sensitive Personal Data unless expressly authorised by the Agreement;
• use the Services to develop or benchmark a competing product through unauthorised extraction;
• copy, modify, reverse engineer or decompile the Services except as expressly permitted or where mandatory law allows the activity;
• remove legal, copyright or proprietary notices;
• use output as real-time safety-critical advice without qualified human review.

Metaenga may suspend or terminate accounts under its reasonably implemented repeat-copyright-infringer policy as described in the DMCA Copyright Policy.

Metaenga may investigate suspected misuse and take proportionate action under Section 19.

7. Customer Content and Customer Data

7.1 Ownership

As between the parties:

• Customer retains all rights in Customer Content and Customer Data;
• Metaenga retains all rights in the Services, software, Documentation, templates, tools, know-how and technology created independently of Customer Content;
• ownership of custom deliverables is determined by the Order.

7.2 Limited permission to provide the Services

Customer grants Metaenga and its approved providers a limited, non-exclusive right to host, reproduce, transmit, format and otherwise process Customer Content and Customer Data only as necessary to:

• provide, secure and support the Services;
• follow Customer’s documented instructions;
• comply with law;
• exercise rights or perform obligations under the Agreement.

This permission ends when the relevant data is returned or deleted, except for an isolated legal hold or recovery copy retained under the DPA.

7.3 Prohibited independent use

Metaenga will not:

• sell Customer Data;
• use enterprise learner data for advertising;
• publish identifiable Customer Data;
• use Customer Personal Data to train or retrain a shared, general-purpose or third-party AI model without a separate written agreement, lawful assessment and required notice.

7.4 De-identified Data

Metaenga may use De-identified Data to understand service reliability and improve the Services only if it:

• cannot reasonably identify an individual or Customer;
• is not combined with other information to attempt re-identification;
• is not used to publicly benchmark Customer without Customer’s written permission.

Mandatory customer or user data-access rights under applicable law, including the EU Data Act where applicable, are not restricted by this Section.

8. Privacy and data protection

Each party will comply with applicable data-protection law.

Where Metaenga processes Personal Data for Customer:

• Customer acts as Controller or Business and Metaenga acts as Processor, Service Provider or Contractor, as applicable;
• the DPA governs;
• Customer is responsible for its lawful basis, learner notices and instructions;
• Metaenga will process the data only for the contracted business purpose and documented instructions.

The Privacy Policy explains Metaenga’s Controller processing. The Cookie Policy explains online storage and access technologies.

9. Security

Metaenga will maintain technical and organisational measures appropriate to the risk and the applicable Service, as described in the DPA, security schedule or Documentation.

Customer acknowledges that:

• no internet or device environment can be guaranteed completely secure;
• Customer-controlled devices, networks, identity providers and integrations remain Customer’s responsibility;
• a cloud provider’s certification applies only to that provider and certified service scope and does not certify Metaenga.

Customer must not represent that Metaenga has a certification or audit report unless Metaenga has provided current written evidence covering the relevant scope.

10. AI-enabled features

AI-enabled functionality is part of the Services only where expressly approved in an Order or another written Customer approval.

Unless the Order says otherwise:

• training logic and scoring may be deterministic and preconfigured rather than AI;
• Customer Data is not used to train shared or general-purpose models;
• generated or suggested content requires qualified human review;
• AI output must not be used as a live operational instruction or as the sole basis for a safety-critical, employment or similarly significant decision.

The parties will complete any required AI governance, privacy and risk review before enabling a new AI feature for Customer.

11. Third-party services

The Services may interoperate with headset stores, identity providers, payment processors, LMS platforms, customer systems and other third-party services.

Metaenga is not responsible for:

• a third party’s independent service, terms or privacy practices;
• an outage or change outside Metaenga’s reasonable control;
• Customer’s unauthorised configuration of a third-party service.

Where a third party acts as Metaenga’s Subprocessor, the DPA applies. Where Customer instructs Metaenga to connect to Customer’s provider, Customer is responsible for authorising the transfer and the provider’s use.

Open-source and third-party software components may be subject to their own notices and licences. Those licences control for the relevant component.

12. Fees, taxes and payment

Customer will pay the fees and taxes stated in the Order.

Unless the Order says otherwise:

• invoices are due within 30 days;
• fees exclude applicable sales, use, VAT, withholding and similar taxes;
• Customer will not withhold or offset an amount except where law requires it;
• bank and payment-provider charges are Customer’s responsibility;
• undisputed overdue amounts may accrue interest at the lower of 1% per month or the maximum lawful rate.

An online subscription renews only if the checkout and Order clearly state the renewal term and cancellation process. A negotiated enterprise Order does not automatically renew unless it says so.

Payment-card information is handled by the displayed payment provider. Customer authorises the provider to process payment according to its terms.

13. Changes and professional services

Metaenga may improve or change the Services to address security, law, performance or product development.

Metaenga will not materially reduce paid core functionality during a committed term without:

• providing a reasonable alternative; or
• giving Customer the right to terminate the materially affected Service and receive a pro-rata refund of prepaid unused fees.

This does not apply to beta, evaluation or no-charge functionality identified as such.

Professional services, milestones, acceptance and change control are governed by the Order. A change in scope, assumptions, Customer inputs or third-party requirements may require a written change order.

14. Intellectual property

Metaenga and its licensors own the Services, software, Documentation and Metaenga technology.

Customer may use custom or self-contained deliverables only under the licence stated in the Order. If the Order grants a perpetual licence to a compiled course package, that licence survives termination subject to its stated restrictions.

Customer grants Metaenga permission to use feedback without restriction or payment, but Customer is not required to disclose confidential information. Feedback does not transfer ownership of Customer Content or Customer Data.

Neither party may use the other party’s name, logo or case study without prior written approval, except for legally required identification.

15. Confidentiality

“Confidential Information” means non-public information disclosed by one party that is marked confidential or reasonably should be understood as confidential, including Customer Content, security information, pricing, product plans and source code.

The receiving party will:

• use Confidential Information only for the Agreement;
• protect it with at least reasonable care;
• disclose it only to personnel, advisers and providers who need it and are bound by confidentiality;
• promptly notify the disclosing party of unauthorised disclosure where lawful.

Confidential Information does not include information that the receiving party can show:

• was lawfully known without restriction;
• becomes public without breach;
• is received lawfully from another source;
• is independently developed without use of the information.

Legally compelled disclosure is permitted after prior notice where lawful and reasonable assistance to seek protection.

16. Warranties

Each party warrants that it has authority to enter the Agreement.

For paid Services, Metaenga warrants that:

• the Services will materially conform to applicable Documentation during the Order term;
• professional services will be performed with reasonable skill and care;
• Metaenga will not knowingly introduce malicious code.

Customer’s remedy is correction, re-performance or, if Metaenga cannot materially cure the issue, termination of the affected Service and a pro-rata refund of prepaid unused fees.

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

Except for the express warranties above, the Services are provided without implied warranties to the maximum extent permitted by law. Mandatory warranties and consumer rights that cannot lawfully be excluded remain unaffected.

17. Training and safety limitations

Metaenga provides simulation and training technology. The Services covered by these Terms:

• do not control live equipment;
• do not monitor an operational worksite;
• do not replace approved procedures, permits, supervision or legal safety training;
• do not certify that a learner is competent or authorised to perform work;
• do not make employment or disciplinary decisions.

Customer must validate customer-specific content and ensure appropriate facilitation, physical space and equipment. Users must stop VR use if they feel unwell or if the environment becomes unsafe.

18. Indemnities

Metaenga IP indemnity

Metaenga will defend Customer against a third-party claim that Customer’s authorised use of the paid Services infringes a patent, copyright or trademark, and will pay damages and reasonable costs finally awarded or agreed in settlement.

Metaenga has no obligation for a claim caused by Customer Content, Customer modification, unauthorised use, combination with items not supplied by Metaenga, or continued use after Metaenga provides a non-infringing alternative.

Metaenga may modify or replace the affected item, obtain continued rights, or terminate it and refund prepaid unused fees.

Customer indemnity

Customer will defend Metaenga against a third-party claim arising from Customer Content, Customer’s unlawful instructions or Customer’s material breach of Section 6, and will pay damages and reasonable costs finally awarded or agreed in settlement.

Procedure

The indemnified party must give prompt notice, reasonable cooperation and control of the defence to the indemnifying party. A settlement may not admit fault or impose non-monetary obligations on the indemnified party without written consent.

19. Suspension and termination

Metaenga may suspend affected access where reasonably necessary to:

• prevent a material security threat or unlawful use;
• comply with law;
• address undisputed overdue fees after notice;
• stop a material breach that causes immediate harm.

Where practicable, Metaenga will provide notice, limit the suspension and work to restore access.

Either party may terminate an Order for material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot be cured. Either party may terminate if the other becomes insolvent or ceases business, subject to applicable law.

On termination:

• Customer must stop using terminated hosted Services;
• software rights end except for an expressly granted surviving or perpetual licence;
• Customer may request the agreed data export within the period stated in the Order or DPA;
• Customer Data is returned or deleted under the DPA and retention schedule;
• accrued payment obligations and provisions intended to survive remain in effect.

20. Liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, exemplary or consequential loss, or loss of profit, revenue, goodwill or anticipated savings;
• each party’s aggregate liability arising from an Order will not exceed the greater of: (a) fees paid or payable for the affected recurring Service during the 12 months before the event giving rise to liability; or (b) the fees paid or payable for the affected one-time deliverable under that Order.

The exclusions and cap do not apply to:

• fraud or fraudulent misrepresentation;
• wilful misconduct or gross negligence where it cannot be limited;
• death or personal injury caused by negligence where it cannot be limited;
• Customer’s payment obligations;
• a party’s indemnity obligations, to the extent stated in the Order;
• liability that applicable law prohibits the parties from limiting.

A signed Order may set a different or higher cap for confidentiality, data protection, security or intellectual-property risk.

21. Export controls and sanctions

Each party will comply with export-control, sanctions and trade laws that apply to it, including applicable U.S., EU and UK restrictions.

You must not provide the Services to a prohibited person, territory or end use. Metaenga may refuse or suspend performance where reasonably required for legal compliance.

22. Changes to these Terms

Metaenga may update these Terms prospectively.

For a material change affecting an active paid online subscription, Metaenga will provide reasonable notice. The change will take effect at renewal unless earlier application is required by law or security and does not materially reduce Customer’s rights.

A signed enterprise Order or DPA cannot be amended solely by posting new website Terms.

23. General

The parties are independent contractors.

Neither party may assign the Agreement without the other’s consent, except to an Affiliate or successor in a merger, reorganisation or sale of substantially all relevant assets, provided the assignee accepts the Agreement and is not a direct competitor. Metaenga may use approved subcontractors but remains responsible as stated in the Agreement.

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. The affected party will use reasonable efforts to mitigate the delay.

Notices under the Agreement must be sent to the Order contacts. Legal notices to Metaenga may be sent to support@metaenga.com with the subject “Legal Notice” and to the postal address above.

Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent needed and the remaining provisions remain effective.

The Agreement is the entire agreement about its subject matter and supersedes prior proposals and communications, except for fraud.

24. Governing law and courts

These Terms are 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.

25. Contact

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