Terms of Service - Exonicus.com

Exonicus® Software Licensing Terms

Last updated: September 6, 2025

These Software Licensing Terms (“Terms”) govern your purchase and use of the MilExTS® training platform and related options offered by Exonicus, Inc. (“Exonicus,” “we,” “us,” or “our”). By placing an order, clicking “accept,” or accessing or using the Software, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

These Terms, together with any Exonicus quote, order form, statement of work (SOW), or invoice that references them (each an “Order”), form the entire agreement between you and Exonicus regarding the Software and related services (collectively, the “Agreement”).

1) Definitions

“Software” means the MilExTS® XR/MR training platform, including object code, modules, updates, and documentation made available by Exonicus.

“Device-Based License” means a license tied to a single VR/MR headset or compute device (identified by serial/unique ID), permitting use by multiple end users on that device.

“Updates” means patches, fixes, improvements, and new versions Exonicus elects to provide to licensed customers.

“Support” means basic technical assistance via email as described in Section 8.

“Multiplayer Add-On” means optional, synchronized multi-user training functionality available only to Annual Subscription License holders.

“Perpetual License Annual Renewal” means a yearly, optional maintenance plan that renews access to Updates and Support for Perpetual License holders.

“Customer Content” means content, scenarios, requirements, data, and materials you provide to Exonicus.

2) License Options and Scope

2.1 Annual Subscription License

Price: EUR/USD 2,980 per device per year.

Term: Twelve (12) months from delivery of license credentials (“Subscription Term”).

Grant: Non-exclusive, non-transferable, time-limited Device-Based License to install and use the Software on the number of devices specified in the Order.

Includes:
- Full access to the MilExTS® platform during the Subscription Term
- Software Updates and new content releases during the Subscription Term
- Basic Support via email during the Subscription Term
- One (1) annual 1-hour consultation for training-integration optimization
Renewal: Subscriptions renew for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Renewal pricing is at Exonicus’s then-current list price unless otherwise stated in the Order.

2.2 Perpetual License

Price: EUR/USD 4,980 per device one-time.

Grant: Non-exclusive, non-transferable, perpetual Device-Based License to install and use the Software on the number of devices specified in the Order.
Includes at purchase:
- Technology setup & orientation (30 minutes)
- Training integration consultation (1 hour)
- First training day stand-by support (1 hour)
- Basic Support and Updates for the first twelve (12) months after delivery
- Lifetime access to the version installed at the time of purchase
Updates & Support after Year 1: Available only through the Perpetual License Annual Renewal (Section 2.3). Absent an active renewal, you may continue using the last version received, without new Updates/Support.

2.3 Perpetual License Annual Renewal (Maintenance)

Price: EUR/USD 2,980 per device per year.

Scope: Renews access to Updates (including new training scenarios and feature enhancements), technical support, and onboarding services for Perpetual License holders. Lapses may be reinstated at Exonicus’s discretion and may require payment of backdated maintenance and/or a reinstatement fee.

2.4 Multiplayer Add-On (Optional)

Price: EUR/USD 999 per device per year.

Availability: Only for devices covered by an active Annual Subscription License. Not available for Perpetual Licenses.
Scope: Enables synchronized multi-user training, collaborative evaluation, coordination, and trauma-team simulations. Requires suitable network connectivity and compliance with Exonicus’s technical prerequisites.

3) Device-Based Licensing; Transfers

Each license is bound to one device’s serial/unique ID. You may reassign a license to a replacement device (e.g., RMA or decommissioning) up to two (2) times per 12-month period per license upon written request to Support; additional transfers may require purchase of another license.
Multiple trainees may use the same licensed device, but concurrent use on additional devices requires additional licenses.
Subscriptions may require periodic online validation. Offline training is supported; however, devices must connect periodically to maintain activation and receive Updates.

4) Optional Hardware Package (If Purchased)

Price: EUR/USD 1,398 per set. Contents typically include a Meta Quest 3S headset, comfort/adjustable strap with swappable battery pack (plus extra battery), pre-installed MilExTS®, shock-resistant hard case, and configuration for plug-and-train readiness.
Third-Party Hardware: Hardware is manufactured by third parties and is subject to the manufacturer’s warranty. Exonicus passes through available warranties “as is.”
Shipping, Title & Risk of Loss: Title and risk of loss transfer upon delivery to the carrier. Shipping/duties/taxes/insurance are your responsibility unless otherwise stated in the Order.
DOA/RMA: Dead-on-arrival claims must be submitted within 10 calendar days of delivery with reasonable proof. RMAs follow manufacturer policies. Opened/used hardware may be ineligible for return except as required by law.

5) Bundles and Volume Discounts

Bundles:
- Basic Bundle A: 1 Annual Subscription License + 1 Hardware Package — Total: 4,378 EUR/USD
- Basic Bundle P: 1 Perpetual License + 1 Hardware Package — Total: 6,378 EUR/USD
- Team Bundle: 5 Annual Subscription Licenses + 5 Hardware Packages + 5 Multiplayer Add-Ons — Total: 26,885 EUR/USD
- Custom Package: Tailored; contact Sales.
Volume Discounts: As published in Exonicus materials or your quote. Discounts apply only to the specific, single Order quantity; they are not retroactive and may require a single PO and simultaneous delivery schedule. Strategic/enterprise tiers may require executive approval and a separate agreement.

6) Custom Scenario Creation (Optional)

Price: EUR/USD 14,995 per customer (up to 8 hours of content-creation effort and up to 5 scenarios, within current platform capabilities).
Process: One-hour requirements meeting; Exonicus will deliver scenarios that are reasonably achievable within the platform and hours purchased. Additional scope requires a separate SOW.
IP & License:
- You retain ownership of your Customer Content (requirements, reference materials, media you supply).
- Exonicus owns the platform, tools, generic assets, and any newly created scenario content and assets.
- Exonicus grants you a non-exclusive, perpetual, worldwide license to use delivered scenarios within your licensed Software and devices.
- Exonicus may reuse non-customer-identifying elements, learnings, and generic assets across customers.

7) Orders, Pricing, Taxes, and Payment

Ordering: Email info@exonicus.com for a quote. Quotes are valid for 30 days unless stated otherwise.
Currency: Prices may be quoted and invoiced in EUR or USD as specified in the Order.
Exclusions: Prices exclude taxes, duties, shipping, and withholdings. You are responsible for these unless your Order states otherwise.
Payment Terms:
- Subscriptions, Perpetual Licenses, Annual Renewals, Multiplayer Add-Ons, and Custom Scenario Creation are billed in advance and due upon receipt or Net 30 if approved by Exonicus.
- Hardware is billed in advance unless otherwise stated.
- Late amounts accrue the lower of 1.5% per month or the maximum allowed by law. You agree to pay reasonable collection costs and attorneys’ fees for past-due amounts.
No Refunds: Except for DOA hardware per Section 4 or where required by law, all fees are non-cancelable and non-refundable.

8) Support; Availability; Training

Basic Support (Email): Available during Exonicus business hours (U.S. Pacific time), excluding holidays. Target first response within 2 business days. Support covers installation, activation, updates, general troubleshooting, and onboarding guidance.
Exclusions: On-site support, custom integrations, third-party hardware issues (beyond RMA guidance), and bespoke training are out of scope unless purchased separately.
Training/Services: Additional training, onboarding, and deployment services are available by quote and may depend on location, trainee count, objectives, and schedule.

9) Acceptable Use; Restrictions

You shall not, and shall not permit others to: (a) copy, modify, translate, or create derivative works of the Software (except as permitted through authorized scenario creation workflows); (b) reverse engineer, decompile, or attempt to discover source code; (c) remove or alter proprietary notices; (d) circumvent license controls; (e) access the Software for benchmarking or competitive purposes without Exonicus’s written consent; (f) rent, lease, sublicense, or provide the Software as a service to third parties; or (g) use the Software in violation of law, export controls, sanctions (see Section 15), or safety guidance.

10) Safety; Medical Disclaimer

MilExTS® is a training simulator. It does not provide medical advice or clinical decision support and is not a medical device. Users must follow applicable doctrine, local policies, and instructor/clinical oversight. You are responsible for appropriate training environments, supervision, and adherence to safety guidelines.

11) Intellectual Property; Feedback

Exonicus and its licensors own all IP rights in and to the Software and its updates. No rights are granted except as expressly stated. If you provide feedback, you grant Exonicus a royalty-free, worldwide, irrevocable license to use it without restriction.

12) Data; Privacy; Security

The Software may process limited operational data to enable licensing, activation, analytics, and support. Exonicus handles such data in accordance with its privacy notices and reasonable industry practices. Do not input PHI or other regulated sensitive data unless an executed data-processing agreement explicitly allows it.

13) Confidentiality

Each party may receive non-public information from the other. The receiving party will protect such information with at least reasonable care and use it only to perform under this Agreement. Exclusions include information already public, independently developed, or rightfully obtained from a third party. Required legal disclosures are permitted with prompt notice.

14) Warranties and Disclaimers

Software Warranty: Exonicus warrants that, during the applicable Subscription Term or active Perpetual License Annual Renewal, the Software will substantially conform to the then-current documentation. Your exclusive remedy is Support-assisted correction or, if not feasible, a proportionate credit of prepaid fees for the affected period.
Hardware: Provided “as is” with manufacturer warranties only.
General Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE, UPDATES, SUPPORT, ADD-ONS, SERVICES, AND HARDWARE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15) Export, Sanctions, and Anti-Corruption

You represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and are not a restricted party. You will comply with all applicable export control, sanctions, and anti-corruption laws (including U.S. ITAR/EAR, EU/UK regimes). The Software may not be used for prohibited end uses.

16) U.S. Government Rights

The Software is “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 252.227-7015/-7202. If acquired by or on behalf of a U.S. Government entity, rights are limited to those in these Terms.

17) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXONICUS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. EXONICUS’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO EXONICUS FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

18) Term; Suspension; Termination

Term: These Terms apply from the effective date of your first Order and continue while you hold active licenses or continue using the Software.
Suspension: We may suspend access for non-payment, suspected breach, legal risk, or security concerns.
Termination for Cause: Either party may terminate if the other materially breaches the Agreement and fails to cure within 30 days after written notice.
Effect: Upon termination or expiry of a Subscription, you must cease use of the Software for the affected devices. For Perpetual Licenses, you may continue to use the last delivered version, subject to ongoing compliance with these Terms. Outstanding fees become immediately due. Sections that by their nature should survive (e.g., IP, confidentiality, disclaimers, liability limits, export, government rights, and general terms) will survive.

19) Publicity

Unless you opt out in writing, Exonicus may identify you (name and logo) as a customer in customer lists, websites, proposals, and presentations. We will honor reasonable brand-use guidelines you provide.

20) Changes to the Software and Terms

We may improve or modify the Software. Material changes that remove core functionality of a paid, active term will be communicated in advance where feasible. We may update these Terms from time to time; the version in effect at the time of your Order applies to that Order’s Term, unless an update is required by law or for security, in which case we will provide notice.

21) Purchasing & Ordering Process (Summary)

Contact Sales: info@exonicus.com
Provide: desired license counts, hardware units, and whether Multiplayer is required.
Receive: custom quote (typically within 2 business days), onboarding plan and User Success Hub access, license credentials, and installation guide upon payment/PO acceptance.
Enterprise/National Programs & Resellers: Contact info@exonicus.com to coordinate proposals, compliance, and system integrations.

22) General

Governing Law; Venue: Delaware law (U.S.) governs, without regard to conflicts rules. Exclusive venue is state or federal courts in Wilmington, Delaware, and the parties consent to personal jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Assignment: You may not assign the Agreement without Exonicus’s prior written consent; any attempted assignment is void, except assignment to a successor in connection with merger, reorganization, or sale of substantially all assets with notice to Exonicus.
Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control.
Notices: Legal notices must be sent to the addresses on the Order (with a copy to legal@exonicus.com).
Order of Precedence: If there is a conflict, the Order controls, then these Terms, then documentation.
Severability; Waiver: If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
Independent Contractors: The parties are independent contractors.

23) What’s the License Difference? (Informative Summary)

Annual Subscription License — EUR/USD 2,980 per device/year; 12-month term; Updates, Support, new scenarios included; 1-hour annual consultation included; Multiplayer Add-On available (EUR/USD 999 per device/year).
Perpetual License — EUR/USD 4,980 per device one-time; lifetime use of installed version; first 12 months of Updates & Support included; optional Annual Renewal for Updates/Support thereafter (EUR/USD 2,980 per device/year); Multiplayer Add-On not available.

Questions?

Contact info@exonicus.com.

We’re happy to tailor enterprise, reseller, and national-program agreements upon request.