End User License Agreement (EULA)

BLUEROOM SIMULATIONS – END USER LICENCE AGREEMENT

This End User Licence Agreement (Agreement) is between:
 

BlueRoom Simulations Pty Ltd (ACN 680 867 967) of Factory 6, 1 Graham Road, Clayton South, Victoria 3169, Australia (BlueRoom); and

The person or entity that purchases, leases or is otherwise supplied with the Products or Software and is identified in the applicable Commercial Agreement (Customer).

By installing, accessing or using any BlueRoom software, firmware, mixed reality content or associated hardware (together, the Products and Software), the Customer agrees to be bound by this Agreement. If the Customer does not agree, it must not install, access or use the Products or Software.

This Agreement operates in addition to the applicable Commercial Agreement. If there is any inconsistency, the Commercial Agreement will govern pricing quantities, and commercial terms, and this Agreement will govern licence, intellectual property, use and risk allocation, except to the extent the Commercial Agreement expressly overrides this Agreement. 

1. Definitions

a. In this Agreement:

• Authorised Users means the Customer’s employees, contractors, students or trainees who are permitted by the Customer to use the Products for the Customer’s internal training and simulation purposes.

• Commercial Agreement means any proposal, quotation, purchase order, or separate written contract between BlueRoom (or its authorised distributor) and the Customer that governs the supply, pricing, quantities, and commercial terms of the Products and Software.

• Customer Data means all data, content, information, specific scenarios, workflows, and trainee performance records that are entered into, created, or generated by the Customer or Authorised Users through the use of the Products or Software.

• Initial Warranty Period means the warranty period specified in the applicable Commercial Agreement.

• Intellectual Property Rights (or IP) means all industrial and intellectual property rights throughout the world, whether registered or unregistered, including copyright, designs, patents, trade marks, domain names, know-how, trade secrets, moral rights, and circuit layout rights

• Original Delivery Country means the country specified as the delivery destination in the applicable proposal, order or Commercial Agreement for the Products.

• Products means BlueRoom mixed reality simulators, associated hardware components, and embedded firmware supplied by BlueRoom or its authorised distributors.

• Software means the BlueRoom proprietary software, including mixed reality simulation code, mission control applications, assets and content, whether embedded in Products or supplied separately, as ordered by the Customer in the applicable Customer Agreement, including BlueRoom Mission Control, BlueRoom Scenarios, BlueRoom Environments, BlueRoom Biometrics, and BlueRoom Node software.

• Sustainment Services means ongoing support, updates and enhancements provided under a separate sustainment or support agreement.

• Third-Party Components means any third-party hardware, software, headset, operating system, tools, libraries or services supplied with or used in connection with the Products (including, for example, XR headsets, game engines, operating systems, GPUs and analytics tools).

• Third-Party Terms means the licence terms or conditions of use applying to Third-Party Components.

 

2. Licence Grant

 

a. Subject to full payment of the applicable fees, BlueRoom grants the Customer a non-exclusive, non-transferable, non-sublicensable, perpetual (subject to termination under clause 16) licence to install and use the Software:

 

i. only on Products and hardware supplied or approved by BlueRoom;

ii. only for the Customer’s internal training, simulation, testing and education purposes; and

iii. only within the Original Delivery Country, unless BlueRoom has given its prior written consent to export or relocate the Products to another country in accordance with clause 4.

b. No ownership in the Software is transferred to the Customer under this Agreement.

c. The Customer must not assign, transfer, rent, lease, sub-licence or otherwise allow any third party (including related entities) to use the Software except as expressly permitted in writing by BlueRoom.

d. The Customer must ensure that all Authorised Users:

i. are made aware of the terms of this Agreement; and

ii. use the Software and Products only as allowed by this Agreement.

e. The Customer is responsible for all use of the Products and Software by Authorised Users and for preventing unauthorised use.

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f. The Customer may configure scenarios and parameters within the Products using configuration options and tools made available by BlueRoom, but such configurations do not grant any ownership in the underlying Software or Mixed Reality (MR) content.

3. Use, Restrictions

a. The Customer may use the Products and Software to conduct training, simulation and education scenarios that are consistent with their design, documentation and safety guidance.

b. The Customer may install and use the Products and Software at any of its sites within the Original Delivery Country, subject to compliance with this Agreement and applicable law.

c. Except to the extent expressly permitted by non-excludable law, the Customer must not:

i. modify, adapt, translate or create derivative works from the Software, other than through configuration tools provided by BlueRoom;

ii. reverse engineer, decompile, disassemble or attempt to derive any source code;

iii. remove or alter any trade marks, copyright notices, proprietary legends or disclaimers;

iv. use the Products to develop a competing product or service;

v. use the Products as a generic game engine or for unrelated commercial activities without BlueRoom’s written consent;

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vi. connect unapproved hardware or software to core simulation interfaces in a way that interferes with or duplicates BlueRoom IP, except as authorised by BlueRoom.

4. Export Control, Relocation and Restricted End-Users

a. The Customer must not export, re-export, transfer, loan or relocate the Products or Software to any location outside the Original Delivery Country without BlueRoom’s prior written consent.

b. The Customer must not sell, lease, loan or permanently transfer ownership of the Products, or grant access to the Software, to any third-party national defence force, military or paramilitary organisation, or to any prime defence contractor or systems integrator where that entity will be the end user, without BlueRoom’s prior written consent.

c. Clauses 4.a and 4.b do not restrict use by the Customer itself where the Customer is a defence or security organisation and the initial supply of the Products was made directly to that Customer under a Commercial Agreement. They apply to onward transfers and re-sales.

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d. The Customer must not use, export, re-export, access or transfer the Products or Software in any manner that would breach applicable export control or sanctions laws, including (if applicable) the Australian Defence Trade Controls Act 2012 (Cth), the Customs Act 1901 (Cth), and any equivalent defence export controls or sanctions regimes in the Customer’s jurisdiction. BlueRoom may suspend or terminate access immediately if it reasonably believes continued use would breach such laws.

5. Operational and safety-critical use

a.The Products and Software are intended as training and simulation tools only. BlueRoom provides the Products as a technological platform. BlueRoom does not provide, and is not responsible for, the training curriculum, syllabus, teaching methods, or educational outcomes. They must not be relied on as:

i.a medical device for diagnosis or treatment;

ii.an aircraft or vehicle flight or mission control system for live operational use; or

iii.the sole or primary basis for any clinical, tactical, aviation or operational decision.

6.Third-Party Components and Terms

a. The Products may include or interoperate with Third-Party Components that are subject to Third-Party Terms. The Customer must comply with all applicable Third-Party Terms notified to it or made available by BlueRoom or the relevant third party.

b. To the extent permitted by law:

i. BlueRoom provides Third-Party Components on an “as is” basis; and

ii. BlueRoom’s responsibility for Third-Party Components is limited to passing through any manufacturer or licensor warranties that are capable of assignment or flow-through.

c. BlueRoom may substitute, update or change the Third-Party Components used in the Products from time to time, provided this does not materially reduce core functionality.

7. Fees, Payment and Taxes

a. The Customer must pay all fees relating to the Products and any support or Sustainment Services in accordance with the terms of the relevant proposal, order or Commercial Agreement.

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b. All fees are exclusive of any taxes, duties or levies, unless expressly stated otherwise. The Customer is responsible for all import duties and taxes in the Original Delivery Country.

8. Support, Warranty and Sustainment

a. The warranty terms, exclusions, and claim procedures for the physical Products (Hardware) are set out in the separate “BlueRoom Limited Business Warranty” document provided with the Products (or available at blueroomxr.com/warranty, as updated from time to time).

b. After the Initial Warranty Period, BlueRoom has no obligation to provide updates, fixes or ongoing support unless the Customer has purchased Sustainment Services under a separate agreement. Where sustainment has been purchased, the scope of updates, service levels, and response times will be as set out in that agreement.

c. The warranty and support obligations do not apply to any fault or issue arising from:

i.unauthorised modification of the Software or Products;

ii.use with hardware or software not approved by BlueRoom;

iii.failure to follow BlueRoom’s operational or safety instructions;

iv.accidents, misuse, negligence, or damage caused by the Customer.

d. The Customer is responsible for providing first-line support to Authorised Users and must perform reasonable internal troubleshooting before escalating issues to BlueRoom or an authorised distributor.

e. Except for the express warranties set out in this clause 8, and to the maximum extent permitted by applicable law:

i.the products and software are provided on an “as is” and “as available” basis; and

ii.BlueRoom expressly disclaims all other warranties, conditions, and representations, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, satisfactory quality, title, non-infringement, or fitness for a particular purpose.

9. Title to Hardware

a. Title to physical hardware supplied as part of the Products passes to the Customer upon full payment of the applicable fees.

b. All Software and firmware are licensed, not sold. BlueRoom retains ownership of all code, algorithms, environments, MR content and documentation.

10.Data, Privacy

a. BlueRoom may collect and process technical, diagnostic and usage data (for example, uptime, software version, error logs, performance metrics) from the Products to maintain, support and improve the Products.

b. BlueRoom does not require the Customer to provide any personal data of trainees or staff. To the extent any personal data is processed in connection with training, the Customer is responsible for compliance with applicable data protection and privacy laws.

c. Where anonymised or aggregated performance metrics are used for research and development, they will not identify the Customer or individual trainees without explicit consent.

d.BlueRoom will use reasonable technical and organisational measures (such as encryption and secure storage) to protect any data collected from the Products against unauthorised access or disclosure.

11. Safety, Training Responsibility and Use in High-Stakes Domains

a. The Products are training and simulation tools. They may replicate high-stress or high-risk operational environments, but they do not replace formal qualification, certification or real-world training requirements.

b. The Customer is solely responsible for:

i. ensuring training scenarios are clinically, operationally and ethically appropriate;

ii. establishing and enforcing safety protocols, supervision and participant screening;

iii. ensuring that use of the Products fits within applicable military, medical, aviation, clinical or educational policies and regulations.

c. BlueRoom does not accept responsibility for any clinical, tactical, aviation or operational decisions made by the Customer or its personnel, or for outcomes associated with exercises conducted using the Products.

d.The Customer is responsible for conducting its own Occupational Health and Safety (OHS) or equivalent risk assessments in relation to installation and use of the Products wherever they are installed or used, including any MR/VR-related risks such as trips, falls, motion sickness or disorientation.

12.Limitation of Liability

a. To the maximum extent permitted by law, BlueRoom’s aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, statute or otherwise) will be limited to the fees paid by the Customer for the relevant Product or service in the 12 months preceding the event giving rise to the claim.

b. To the maximum extent permitted by law, BlueRoom will not be liable for any indirect, incidental, special or consequential loss, or any loss of profit, revenue, goodwill, data or anticipated savings, even if advised of the possibility of such losses.

c. Nothing in this Agreement excludes or limits liability for death or personal injury caused by BlueRoom’s negligence, fraud, or any other liability which cannot be excluded or limited by applicable law..

13.Intellectual Property and Confidentiality

a. BlueRoom owns all Intellectual Property Rights in the Products, Software, Mixed Reality (MR) content, documentation, designs, firmware and any modifications or enhancements, including all foreground IP created during installation, configuration or customisation.

b. The Customer retains ownership of:

i. its existing background Intellectual Property Rights; and

ii. all Customer Data, including any specific scenarios, workflows, or mission configurations created by the Customer using the Product’s configuration tools (excluding any underlying BlueRoom code, assets, or library components embedded within such scenarios).

c. The Customer agrees that BlueRoom may use any suggestions or feedback the Customer provides about the Products to improve BlueRoom’s Products and services, without obligation.

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d. Each party must keep confidential any non-public information of the other party shared under this Agreement and must only use such information for the purposes of performing this Agreement. This obligation does not apply to information that is in the public domain (other than through breach), already known to the receiving party, independently developed, or required to be disclosed by law or competent authority.

14. IP Infringement Claims

a.If a third party alleges that the Products or Software, when used in accordance with this Agreement, infringe that third party’s Intellectual Property Rights, BlueRoom will, at its cost and option:

i. defend or settle the claim; and

ii. if the claim is upheld or BlueRoom reasonably believes it may be upheld, either:

modify the Products or Software so they are non-infringing;

replace the affected component with a non-infringing equivalent; or

if neither is commercially reasonable, accept return of the affected component and refund a fair, pro-rated portion of the fees paid for that component.

b.BlueRoom’s obligations under clause 14.a are subject to the Customer:

i. promptly notifying BlueRoom of the claim;

ii. giving BlueRoom sole control of the defence and settlement of the claim (provided settlement does not require admission of liability by the Customer or impose any non-monetary obligations without consent); and

iii. providing reasonable cooperation at BlueRoom’s expense.

c. BlueRoom will have no liability under this clause 14 to the extent the alleged infringement arises from:

i. use of the Products or Software in combination with items not approved by BlueRoom;

ii. use of the Products or Software contrary to BlueRoom’s instructions;

iii. modifications made by anyone other than BlueRoom or its authorised partners; or

iv. designs, specifications or instructions provided by the Customer.

 

d.This clause 14 states BlueRoom’s entire liability, and the Customer’s exclusive remedy, for any third-party intellectual property infringement claim relating to the Products or Software.

15.Indemnity by Customer

a. The Customer indemnifies and must keep indemnified BlueRoom against all loss, cost, damage or liability arising from:

i. the Customer’s breach of this Agreement;

ii. any use of the Products that violates export control, sanctions or defence trade control laws;

iii. any third-party claim arising out of the Customer’s operation or use of the Products in its training environment.

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b. This indemnity does not apply to the extent loss is caused by BlueRoom’s wilful misconduct or breach of this Agreement.

16.Term and Termination

a. This Agreement commences when the Customer first installs, accesses or uses the Products or Software and continues until terminated in accordance with this clause.

b. BlueRoom may terminate this Agreement (and any licences granted under it) immediately by written notice to the Customer if:

i. the Customer commits a material breach of this Agreement and fails to remedy that breach within 30 days after receiving written notice requiring it to do so;

ii. BlueRoom reasonably believes that continued use of the Products or Software by the Customer would breach applicable export control or sanctions laws; or

iii. any undisputed amount due under a Commercial Agreement remains unpaid for more than 60 days after the due date, and BlueRoom has given the Customer at least 14 days’ written notice of its intention to terminate.

c. The Customer may terminate this Agreement for material breach by BlueRoom that is not remedied within 30 days of written notice, or as otherwise permitted under the applicable Commercial Agreement.

d. On termination or expiry of this Agreement (other than for BlueRoom’s breach):

i. all rights to use the Software (including any licences) immediately cease;

ii. the Customer must cease using the Software and, on request, confirm in writing that all copies (other than backup copies required by law) have been deleted or rendered unusable; and

iii. hardware already owned by the Customer remains the Customer’s property, subject to any rights of repossession under a Commercial Agreement.

 

e. Termination of this Agreement does not affect any accrued rights or obligations or any provisions which by their nature are intended to survive termination, including clauses 10 (Data, Privacy), 12 (Limitation of Liability), 13 (Intellectual Property and Confidentiality), 14 (IP Infringement Claims) 15 (Indemnity by Customer), 17 (Governing Law and Dispute Resolution).

17.Governing Law and Dispute Resolution

a. This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts of appeal from them.

b. If a dispute arises in connection with this Agreement, the parties will first attempt in good faith to resolve it through negotiation between senior representatives.

c. If the dispute is not resolved within 30 days of negotiation, the parties agree to settle the dispute by mediation administered by the Australian Disputes Centre (ADC) before commencing court proceedings. The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (Guidelines). The terms of the Guidelines are hereby deemed incorporated into this Agreement. The mediation will be held in Melbourne, Victoria, be conducted, in whole or in part, by digital means, or such other venue as agreed by the parties.

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d. Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief.

18. General

a. Updates

BlueRoom may update this Agreement or the associated Warranty terms from time to time. The version of the Agreement that applies to the Customer is the version accepted at the time of purchase or installation, unless the Customer expressly accepts a newer version (e.g. during a software update). The latest terms can be viewed at blueroomxr.com/eula.

b. Compliance with laws

Each party must comply with all applicable laws and regulations in performing its obligations under this Agreement.

c. Language

This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version will prevail to the extent of any inconsistency.

d. Audit

BlueRoom may, upon reasonable notice and during normal business hours, audit the Customer’s records and use of the Products to verify compliance with this Agreement (including location and user restrictions).

e. Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable.

f. Assignment

The Customer must not assign or transfer this Agreement (including any licences) without BlueRoom’s prior written consent, which will not be unreasonably withheld. BlueRoom may assign this Agreement to a related entity or in connection with a merger, acquisition or sale of its business or assets.

g. Subcontracting

BlueRoom may use subcontractors to perform its obligations but remains responsible for their acts and omissions as if they were its own.

h. Relationship with Commercial Agreements

This Agreement forms part of BlueRoom’s contractual framework with the Customer. To the extent of any inconsistency between this Agreement and a Commercial Agreement, the Commercial Agreement will prevail in respect of pricing, quantities and commercial terms, and this Agreement will prevail in respect of licence, IP, permitted use and risk allocation, unless the Commercial Agreement expressly states otherwise.

i. Amendments

Any amendment or variation to this Agreement must be in writing and signed or otherwise expressly agreed by both parties.

j. Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will continue in full force and effect.

k. Entire Agreement

This Agreement, together with any applicable Commercial Agreements, sets out the entire agreement between the parties in relation to its subject matter and supersedes any prior discussions, representations or agreements.