Immersive Engineering, Inc.
Organization Annual Renewal Agreement
Between Immersive Engineering, Inc. and the educational institution or industrial customer. This governs annual organizational access to Total Machinist, and takes effect on purchase of a renewal, activation of access, or first use of the Service.
1. Parties and recitals
This agreement governs the Customer’s annual access to Total Machinist on the immerse2learn.com online learning platform for educational or industrial training programs.
2. Definitions
- Service means the online learning platform, courses, management tools, certifications and downloadable resources.
- User Limit means the number of concurrent or total users licensed under this agreement.
- Educational Purposes includes school, apprenticeship, college and industrial training programs.
3. Licence grant and scope of services
We grant the Customer a limited, non-exclusive, non-transferable, revocable licence for the term. The Customer receives:
- A tenant-style organization account
- Free instructor and administrator accounts
- The ability to enrol any learner type up to the agreed User Limit
- Management tools, certifications and downloadable resources
The Service does not permit user posting or electronic communication.
4. Term
Bundled program subscriptions run for twelve months from the term start date and are renewable annually upon payment. Individual subscription codes run for twelve months from the point of activation.
The term dates and User Limit are those stated in the Customer’s current renewal confirmation, purchase order or subscription code issuance, which is incorporated into this agreement by reference.
Other terms and pricing may be agreed in writing at the Customer’s request.
5. Fees and payment
The Customer pays the annual renewal fee based on the agreed term, due in advance.
6. Customer obligations and restrictions
- May enrol any appropriate learners, but shall not sell, rent, lease, sublicense or commercially exploit access for unauthorized purposes
- Comply with, and pass on, the EULA and Privacy Policy to all users
- Take reasonable steps to ensure its users comply with the EULA’s restrictions, including the prohibitions on reverse engineering, decompiling, circumventing technical protection measures, extracting or redistributing content, and using content to train or prompt artificial intelligence systems; and promptly notify the Company of any misuse it becomes aware of
6.1 Safety, qualified supervision and physical equipment
The Customer acknowledges that the Service delivers instructional content concerning machine tools, CNC equipment and manufacturing processes that can cause serious injury or death if applied improperly, and that the Service is intended to be delivered under the direction of a qualified instructor or subject matter expert.
The Customer is solely responsible for:
- Ensuring that any practical, hands-on or physical application of the curriculum occurs only under the direct supervision of a qualified instructor, subject matter expert or other competent person
- Providing machine-specific operator training, safety instruction, machine guarding, personal protective equipment and supervision in accordance with applicable law and with the documentation supplied by the equipment manufacturer
- Verifying and proving out all programs, toolpaths, setups, speeds, feeds, tooling, work holding and dimensions on the Customer’s own equipment, by qualified personnel, before any use on physical equipment
- Maintaining its own safety policies, risk assessments and emergency procedures
The Company does not supervise, and is not able to supervise, any physical operation of equipment, and exercises no control over the equipment, environment, personnel or practices at any Customer site. Curriculum parameters are illustrative and specific to the example equipment and setup shown; they are not validated for the Customer’s equipment.
The Customer will ensure that the safety requirements in this Section 6.1 and EULA Section 3.1 are made known to its instructors and users.
7. Intellectual property
The Service, courses and resources — including software, 3D models, simulations, drawings, images, video, questions and answer keys — are owned exclusively by the Company and protected by copyright, trade secret and other laws. The Customer and its users own their personal data. All rights not granted are reserved.
The Service uses technical protection measures, which may include encryption, watermarks identifying the organization or account to which content was delivered, and access logging, as described in the EULA and the Privacy Policy. Neither the Customer nor its users may reverse engineer, decompile, decrypt or circumvent these measures, or extract, redistribute or use the Service’s content to train or prompt artificial intelligence systems. Some 3D models and media are used under their own licences, such as Creative Commons licences, credited on the Company’s Acknowledgements page; those licences apply to those items.
8. Privacy and data protection
Use is governed by our Privacy Policy, incorporated here. Where the Company and Customer have executed a data privacy, data sharing or student data agreement — including a Student Data Privacy Consortium National Data Privacy Agreement, or the Company’s signed General Offer of Privacy Terms accepted by the Customer — that agreement also forms part of this agreement and takes precedence over this agreement and the Privacy Policy to the extent the terms differ. We comply with FERPA, COPPA and other applicable laws. The Company hosts Customer data only in the United States, encrypted in transit and at rest, and notifies the Customer of a confirmed incident involving its data without undue delay and within the period required by any data agreement or applicable law.
8.1 Data ownership and deletion rights
The Customer and its end users own their personal data. Reports, certificates, progress data and other records generated through the Service in respect of a user are the property of the Customer and, where they constitute education records, remain under the Customer’s control as the educational institution. The Company claims no ownership of user reports, certificates or progress records.
The Company owns the Service, its course content, and aggregated or de-identified system data — including server logs, usage analytics and platform telemetry — that does not identify any individual user.
Upon written request, the Company will delete or remove a user’s personal data within a reasonable time, subject to any legal retention obligations. During any suspension period, user login credentials remain valid and all users retain full access to their data, reports and certificates. Upon renewal, full access is immediately restored.
9. Term, expiration, suspension and termination
This agreement is for a twelve month term. Upon expiration, user accounts will be suspended — however, user login credentials remain valid and users keep access to all of their data, including reports and certificates. The term may be extended by purchasing a new subscription or renewal, which allows re-enrolment in previous classes or enrolment in new ones.
We may suspend or terminate access immediately for violation of this agreement or the EULA. While access is active, or during any suspension period, users may export or download their reports, certificates and progress data using the tools provided in the Service. Suspended accounts and data are retained for up to twenty-four months from the date of suspension. After that period the Company may delete the account and data unless the Customer renews or requests continued retention in writing.
9.1 Service discontinuation, insolvency or business closure
In the event the Company ceases business operations, files for or becomes subject to bankruptcy, insolvency, receivership, or similar proceedings, or retires the Service in whole or in part, the Company will: (a) give Customer written notice as soon as reasonably practicable and, wherever circumstances permit, not less than ninety (90) days before Customer’s access ends; (b) maintain Customer’s and its Users’ access to the Service for the purpose of viewing, exporting, and downloading their data, reports, certificates, and progress records for a period of not less than ninety (90) days from the date of that notice; and (c) upon written request made within that period, provide Customer with an export of its Student Data in a commonly readable electronic format.
This ninety (90) day migration period is in addition to, and does not shorten, the twenty-four (24) month retention described above. Where insolvency proceedings, an order of a court, or the act of a third party prevents the Company from performing (a) or (b) in full, the Company will perform them to the fullest extent it is permitted and will cooperate with Customer and with any trustee, receiver, or administrator to enable Customer to retrieve its data. Nothing in this Section transfers ownership of the Service or its course content to Customer.
10. Warranties and disclaimers
The Service is provided “as is”. We disclaim all warranties, express or implied, to the maximum extent permitted by law. Subject to section 16 below.
11. Limitation of liability
Our total liability shall not exceed the amount paid for the renewal. We are not liable for indirect, consequential or incidental damages. Subject to section 16 below.
12. Indemnification
To the fullest extent permitted by applicable law, and subject to any legal limitation on the authority of a public educational institution or governmental entity to indemnify, the Customer agrees to indemnify and hold us harmless from claims arising from its or its users’ misuse of the Service, and from any claim arising out of the physical operation of machine tools or equipment by the Customer, its users or its personnel — including any claim that curriculum content was applied to physical equipment without the qualified supervision and verification required by section 6.1. Subject to section 16 below.
Where applicable law prevents the Customer from providing the foregoing indemnity, each party shall instead be responsible for the acts and omissions of itself, its employees and its agents, to the extent provided by applicable law. This section does not limit or transfer the responsibilities allocated in section 6.1, which remain with the Customer in all cases.
13. Governing law
This agreement is governed by the laws of the State of Michigan, and venue is in the courts of Oakland County, Michigan. For a public educational institution or governmental entity, where that Customer’s mandatory law requires application of its own state’s law or venue, the laws and venue of the Customer’s state apply automatically and no addendum is required. Subject to section 16 below.
14. Miscellaneous
This agreement, together with the EULA, the Privacy Policy and any executed data privacy agreement under Section 8, constitutes the entire understanding. Amendments must be in writing. If any provision is held unenforceable, the remainder shall continue in full force.
15. Contact
support@immerse2learn.com
Immersive Engineering, Inc.
+1 248 865 2001
16. Public educational institutions and government entities
This agreement is intended to comply with all applicable federal, state and local laws governing public educational institutions and government entities. In the event of any conflict between this agreement and any mandatory law, regulation or required governmental addendum, the applicable law, regulation or addendum shall control solely for that customer.
Any provision that is prohibited or unenforceable for a public educational institution shall be automatically deemed modified or deleted to the minimum extent necessary to comply, while preserving the intent of the parties to the greatest extent possible. The Company will work in good faith with the Customer to accommodate any lawful requirements.
Acceptance
By purchasing the renewal, activating access, or using the Service, the Customer agrees to be bound by these terms.
© Immersive Engineering, Inc.