Terms & Conditions

Please read these Terms and Conditions (“TaCs”) carefully. All contracts that the Provider may enter into from time to time for the provision of the Services shall be governed by these Terms and Conditions, and the Provider may ask the Customer or User for their express acceptance of these Terms and Conditions before providing any such services to the Customer.

1.1

Immersive Engineering Limited (“Provider”) reserves the right to update and modify the TaCs at any time without notice to you. The current revision of the TaCs can be reviewed by clicking on the "Terms and Conditions" link located at the bottom of our web pages. By using the System after a new version of the TaCs has been posted, you agree to the terms of such new version.

2. Services Provided

2.1

Immersive Engineering Limited provides you with a variety of capabilities through its bVildR platform (“System”, "software" or “bVildR”). These include but are not limited to the capability to upload, view, hear, watch, summarize, use, quiz, and interact with content uploaded by the user (collectively “Services”). The System and Services, including any updates, enhancements, new features, and/or the addition of any new enhancements, properties, or content, are provided subject to these TaCs.

2.2

The “User” shall be the person or entity that accesses, uploads content to, or uses the Services for any reason, whether those Services are paid for or provided at no cost to that person or entity. The “Customer” shall be the person or entity that orders or accepts the Services, whether those Services are paid for or provided at no cost to that person or entity. In some instances, the User and Customer shall be the same person or entity.

2.3

The System will automatically generate an account for the User on the Effective Date and will provide login details for that account.

2.4

The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Services by means of a Supported Web Browser or an on-premises browser for the business purposes of the Customer in accordance with these TaCs during the Term. Unless otherwise agreed, the Term shall be 12 months from the order, following which access to the Services shall cease unless the subscription is renewed. All subscriptions will automatically renew unless cancelled.

2.5

The licence granted by the Provider to the Customer under Clause 2.4 is subject to the following limitations:

Unless an Enterprise Level agreement is in place between the Provider and the Customer, each User account is for the use of each individual User only and may not be shared.
If an Enterprise-level agreement is in place with the Customer:
- The Services may only be used by the officers, employees, agents, and subcontractors of either the Customer or an Affiliate of the Customer.
- The Services may only be used by the named users identified in the administrator accounts, providing that the Customer may change, add, or remove a designated named user in accordance with the procedure set out therein.
- The Services must not be used at any point in time by more than the number of concurrent users specified in the Enterprise Level Agreement, providing that the Customer may add or remove concurrent user licences in accordance with the procedure set out therein.

2.6

Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 2.4 is subject to the following prohibitions:

The Customer must not sub-license its right to access and use the Services.
The Customer must not permit any unauthorised person to access or use the Services.
The Customer must not make any alteration to the System.

2.7

The Customer or User may not modify, copy, transmit, distribute, perform, display, reproduce, license, publish, create derivative works from, transfer, or sell any information, software, products, services, or information obtained from the Services.

3. Content

3.1

All content included in or made available through the Services, such as operations manuals, data sheets, text, graphics, logos, icons, images, sounds, digital downloads, data compilation, software, and documents, is the exclusive property of Immersive Engineering Limited or its content suppliers and is protected by applicable copyright, trademark, patent, and other intellectual property and unfair competition laws in the United Kingdom, European Union, and internationally unless otherwise indicated. All rights not expressly granted to you in these TaCs are reserved and retained by Immersive Engineering Limited or its licensors, suppliers, publishers, rightsholders, or other content providers.

3.2

All content uploaded to the System by the User is warranted to be free of defects by them. Further, by uploading content to the System, the User warrants that it owns the intellectual property rights or has the express permission of the owner of the intellectual property rights to do so. The User shall satisfy themselves as to the accuracy, completeness, and integrity of the information stored in and resulting from the System and uses it entirely at their own risk. Please respect the intellectual property rights of others when using the Services.

3.3

Content hosted on the System, which may be in the form of a document representation or information (such as product data sheets, operations and maintenance manuals, drawings, quizzes, checklists, certificates, and other content) from or enabled by the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear; (2) unless explicitly covered by another license or agreement, use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media; and (3) no modifications of any Documents are made. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

3.4

Documents specified above do not include the design or layout of the Immersive-Engineering.com, bVildR.com websites, or any other Immersive Engineering Limited owned, operated, licensed, or controlled site. Elements of these websites are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound, or image from any Immersive Engineering Limited website may be copied or retransmitted unless expressly permitted by Immersive Engineering Limited.

3.5

Immersive Engineering Limited does not claim ownership of the materials uploaded to the System or Services. However, by using the System and Services, you are granting Immersive Engineering Limited, its affiliated companies, and necessary sublicensees permission to use your information for reasons including the improvement of the business as well as its products and services.

3.6

By uploading information to the System, you warrant and represent that you own or otherwise control all necessary rights, including ownership of or permission from the Intellectual Property owner. By uploading documents to the System, you are granting all users of the System who have access permission to use and access the documents and information therein, as permitted by these TaCs, including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat information uploaded. The licenses granted in the preceding sentences will terminate at the time you completely remove such content from the Services, provided that such termination shall not affect any licenses granted in connection with such content or documents prior to the time you completely remove such content or documents. No compensation will be paid with respect to the use of your images or documents.

3.7

By using the System, the User acknowledges and accepts that the system is a content reader and that the original document or image is provided for reference. The original document or image should be relied upon by the user in all respects. The original author or creator of that document is responsible for the content contained therein.

3.8

Any interpretation provided by the System is for ease of reference only. By using the System, the User accepts that it can make mistakes. The system provides limited references to the document and external sources only. It is incumbent on the User to ensure that is correct according to the original document or image shown or, where no documents are shown, through independent research.

4. Software

4.1

Any software that is made available through the Services ("Software") is the work of Immersive Engineering Limited and/or its suppliers and is copyrighted as such. Use of the Software is governed by the terms of the end-user license agreement ("License Agreement"), if any, which accompanies or is included with the Software. If no License Agreement is included with the Software, the TaCs set out in this document shall apply. Use of the System or Software constitutes acceptance of the License Agreement terms in force at that time. Third-party scripts or code, linked to or referenced from the System, are licensed to you by the third parties that own such code, not by Immersive Engineering Limited.

4.2

Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties. Violators, whether individual users or the corporations for the potential benefit of which the system has been used, will be prosecuted to the maximum extent possible.

4.3

Without limiting the foregoing, reproduction or copying of any component of the System to any other server or location for further reproduction or redistribution is expressly prohibited, unless such reproduction or redistribution is expressly permitted by the license agreement accompanying such software.

5. Representations and Warranties

5.1

The Customer and each User acknowledges that complex software is never wholly free from defects, errors, and bugs. The Provider gives no representation or warranty that the Services will be wholly free from defects, errors, and bugs.

5.2

The Customer and each User acknowledges that complex software is never entirely free from security vulnerabilities. The Provider gives no representation or warranty that the Services will be entirely secure. It is for the Customer and each User to make its own assessment in this respect.

5.3

Software is warranted, if at all, only according to the terms of the license agreement. Any content uploaded by the user is expressly warranted by the user, and they are responsible for confirming that the System output meets their expectations in terms of suitability, accuracy of the results or output; it is used entirely and exclusively at the risk of the user and provided "as is" without warranty of any kind. Except as warranted in the license agreement, the Provider hereby disclaims all warranties and conditions with regard to the System, including all warranties and conditions of merchantability, whether express, implied, or statutory, fitness for a particular purpose, title, and non-infringement. For the convenience of the user, the Provider may make available as part of the services or in its software products, tools, and utilities for use and/or download. The Provider does not make any assurances with regard to the accuracy of the results or output that derives from such use of any such tools and utilities. It is the duty of the Customer and the User to each make their own assessment of accuracy and sufficiency of the information provided by the System.

5.4

The Provider and/or its respective suppliers hereby disclaim all warranties and conditions regarding information contained within or enabled by the System, including all warranties and conditions of merchantability, whether express, implied, or statutory, fitness for a particular purpose, title, and non-infringement. In no event shall Immersive Engineering Limited and/or its respective suppliers be liable for any special, indirect, or consequential damages or any damages whatsoever resulting from loss of use, data, or profits, whether in an action of contract, negligence, or other tortious action, arising out of or in connection with the use or performance of information available from the services.

5.5

Documents, graphics, information, and any other content within or enabled by the System could include technical inaccuracies or typographical errors; it is the responsibility of the user to satisfy itself as to the suitability, accuracy, and integrity of the content. Changes are periodically made to the System. Immersive Engineering Limited and/or its respective suppliers may make improvements and/or changes in the TaCs or the System described herein at any time.

5.6

Except to the extent expressly provided otherwise in these TaCs, the Provider does not represent or warrant that the Services, or their use, will not give rise to any legal liability on the part of the Customer, User, or any other person.

6. Limitation of Liability

6.1

In no event shall Immersive Engineering Limited and/or its respective suppliers be liable for any special, indirect, or consequential loss or damages or any loss or damages whatsoever resulting from loss of use, data, opportunities, reputation, production, revenue, or profits, whether in an action of contract, negligence, or other tortious action, arising out of or in connection with the use of the System or Services, or performance of software, documents, provision of or failure to provide services, or information available from the Services.

6.2

You are solely responsible for responding to any third-party claims regarding your use of the Services in compliance with applicable laws (including, but not limited to, copyright infringement, consequential loss, or other claims relating to content output resulting from use of the Services).

6.3

At no time shall the liability of the Provider to the Customer or User exceed the total amount paid by the Customer to the Provider for that product in the 12-month period preceding the claim.

6.4

Nothing in these Terms and Conditions will:

Exclude any liability for death or personal injury resulting from negligence.
Exclude any liability for fraud or fraudulent misrepresentation.
Limit or exclude any liabilities in a way that is not permitted or may not be excluded under applicable law.

7. Indemnities

7.1

The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs, and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of these Terms and Conditions (a "Provider Indemnity Event").

7.2

The Customer must:

Upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider.
Provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event.
Allow the Provider the exclusive conduct of all disputes, proceedings, negotiations, and settlements with third parties relating to the Provider Indemnity Event.
Not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider. Without prejudice to the Provider's obligations under Clause 7.1, the Provider's obligation to indemnify the Customer under Clause 7.1 shall not apply unless the Customer complies with the requirements of this Clause 7.2.

7.3

The Customer and User shall each indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs, and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer or User of these Terms and Conditions (a "Customer Indemnity Event").

7.4

The Provider must:

Upon becoming aware of an actual or potential Customer or User Indemnity Event, notify the Customer.
Provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer or User Indemnity Event.
Allow the Customer the exclusive conduct of all disputes, proceedings, negotiations, and settlements with third parties relating to the Customer Indemnity Event.
Not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer. The Customer's obligation to indemnify the Provider under Clause 7.3 shall not apply unless the Provider complies with the requirements of this Clause 7.4.

7.5

The indemnity protection set out in this Clause 7 shall be subject to the limitations and exclusions of liability set out in the Agreement.

8. Protection of Privacy

8.1

Each party shall comply with the prevailing Data Protection Laws with respect to the processing of personal data.

8.2

The User warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

8.3

The User shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects for the purposes of managing accounts, monitoring, improving the Services, and for research purposes.

8.4

The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 8.

8.5

The Provider shall only process the User Personal Data on the documented instructions of the User (including regarding transfers of the Personal Data to any place outside the United Kingdom or European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties.

8.6

Notwithstanding any other provision of these Terms and Conditions, the Provider may process the User Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing unless that law prohibits such information on important grounds of public interest.

8.7

The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

The Provider and the User shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the User Personal Data.

8.8

The Provider must not engage any third party to process User Personal Data without the prior specific or general written authorisation of the Customer. The Provider is hereby authorised by the Customer, as at the Effective Date, to engage third parties for the purposes of managing user accounts, monitoring, and improving the Services or for the purposes of research carried out by or for the Provider. The Provider shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 8.

8.9

The Provider shall, insofar as possible and considering the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

8.10

The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments, and prior consultation in relation to high-risk processing under the Data Protection Laws.

8.11

The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 8 and the Data Protection Laws.

8.12

The Provider shall, at the choice of the Provider, delete or return all the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

8.13

The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 8. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer.

8.14

If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

9. Account Use and Security

9.1

To open an account, you must register using current, complete, and accurate information as prompted by the registration form. You also will choose a username and password. You are entirely responsible for maintaining your password and account confidentiality. The responsibility for all activities that occur under your account lies with you. In the event of unauthorised use of your account, you will notify Immersive Engineering Limited immediately. Immersive Engineering Limited bears no liability for losses occurring from the use of your account by others. You may be held liable for losses incurred by Immersive Engineering Limited or another party due to someone else using your account or password.

10. Illegal or Prohibited Activities

10.1

It is a condition of the use of the System and Services that you will not use them for any purpose that is illegal or prohibited by these Terms and Conditions. You may not use them in any manner intended to impair any part of the System or the network(s) connected to any Immersive Engineering Limited server or interfere with any other party's use and enjoyment of any System or Services. Attempting to gain unauthorised access to the System or Services, or to the accounts of others, is prohibited. You may not attempt to copy, alter, change, or modify the System or Services or these TaCs.

11. System and Service Use

11.1

The System and Services may include messaging, chat, forums, communities, personal or corporate web pages, calendars, directories of files, and/or other message or communication facilities designed to enable you to interact, learn, and use files and information. You agree to use such capability only in a proper and legal manner. By way of example, and not as a limitation, you agree that when using the System and Services, you will not:

Infringe the copyright, trademark, patent, trade secret, or other proprietary right or other intellectual property of Immersive Engineering Limited or any third party.
Delete or change any copyright statement or information such as author attribution and details, legal or other notices, proprietary designations, labels of origin, or source of any material uploaded to, stored in, or used in interaction with the System or Service.
Violate the legal rights of others through defamation, harassment, or breaches of rights of privacy and publicity.
Publish, post, make available, or share content from or derived from the System or Services with others.
Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information.
Use any information or content including drawings, images, or photographs, which are made available through the System and Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of Immersive Engineering Limited or any third party.
Upload or attempt to upload malware files including but not limited to viruses, Trojan horses, corrupted files, worms, cancelbots, time bombs, or any other similar software or programs capable of damaging computers, servers, or software.
Sell or resell content or capability derived from the System and Services without the express permission of Immersive Engineering Limited.
Breach any applicable laws or regulations.
Permit the system to be used in any state proscribed or subject to trade sanctions by the United Kingdom or United States of America, including but not limited to Russia, Belorussia, North Korea, and Iran.

11.2

Immersive Engineering Limited reserves the right to monitor the use of any part of the System and Services but has no obligation to do so. Immersive Engineering Limited reserves the right to edit, suspend, terminate, or delete user accounts and user content for any breach of law or these TaCs at its sole discretion and without notice.

11.3

Immersive Engineering Limited reserves the right to share user information with its partners and as necessary to satisfy any applicable law, regulation, legal process, or public authority request.

11.4

Immersive Engineering Limited does not endorse, condone, or agree with content contained within the System or Services. Immersive Engineering Limited accepts no liability for inappropriate use of the Systems and Services. It is the user’s responsibility to verify the accuracy of any chat held within the System or Services, and Immersive Engineering Limited accepts no responsibility or liability for results or consequences thereof.

11.5

Materials uploaded to the System may be subject to limitations including usage, file size, and number of pages. These limitations may change from time to time at the discretion of Immersive Engineering Limited, and the account you have may not be the most suitable account for your needs. You are responsible for adhering to these limitations if you upload materials and use the System.

11.6

Where charged for, the System and Services are provided on an ongoing, subscription basis. In the event of non-payment, the Services shall cease to be provided.

11.7

The Provider reserves the right to alter the cost of the subscription service from time to time. In this event, Users and Customers affected shall be given 30 days’ notice.

12. Further Restrictions on Use

The System and Services may not be used for the purposes of:

Reverse Engineering: You may not use the System and Services to discover any underlying components of the systems, components, or information presented.
Data Extraction: You may not use web harvesting, scraping, or data extraction methods to extract data from the System or Services.
Limitation of Information Displayed: You may not use the Services, or data derived therefrom, to create, train, or improve (directly or indirectly) any other software service.

13. Copyright Infringement Process

13.1

If you believe that copyright has been infringed, please write to us, and provide the following:

Your contact information (full name, address, phone number, and email address).
Identification of the copyrighted work you claim has been infringed.
Identification of the material you claim is infringing the copyright, and information reasonably sufficient to permit us to locate the material.
The following statements:
- "I have a good faith belief that use of the material is not authorised by the copyright owner, its agent, or the law."
- "Under penalty of perjury, the information in this notification is accurate and that I am the copyright owner or am authorised to act on behalf of the owner of an exclusive right that is allegedly infringed."
Your physical signature.

14. Interpretation and Disputes

14.1

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of Scotland.