VIRTUAL DAWN / SIELUNE

BUSINESS TERMS AND END-USER LICENCE AGREEMENT

Effective date: 16 September 2026

Provider: Midnight Forge Oy, operating as Virtual Dawn

Business ID: 2504471-2

Country of establishment: Finland

Contact: company@virtual-dawn.com

These Business Terms and End-User Licence Agreement (“Terms”) govern business, educational, public-sector and organisational use of software, artificial intelligence services, applications, simulations, APIs, SDKs and other services supplied by Midnight Forge Oy / Virtual Dawn.

Consumer products such as Virtual Twilight may be governed by separate consumer terms.

1. Definitions

For these Terms:

“Virtual Dawn”, “we”, “us” or “Provider” means Midnight Forge Oy.

“Customer” means the company, educational institution, public authority, association or other organisation purchasing or otherwise receiving the Services.

“End User” means an individual authorised by the Customer to use the Services, including an employee, student, learner, teacher, customer, participant or other authorised user.

“SIELUNE” means Virtual Dawn’s AI platform, runtime, related creation and management tools, APIs, integrations and associated technologies.

“Application” means software supplied by Virtual Dawn, including browser applications, mobile applications, desktop software, Unity applications, XR/VR applications and other executable software.

“AI Service” means functionality that uses artificial intelligence models or AI-enabled processing.

“Customer Materials” means information, documents, knowledge bases, images, media, prompts, scenarios, policies, training materials, trademarks and other content supplied by or on behalf of the Customer.

“Customer Data” means information processed through the Services on behalf of the Customer, including personal data where applicable.

“Deliverables” means customer-specific applications, simulations, configurations, scenarios or other work supplied under an Order.

“Order” means an order form, proposal, quotation, statement of work, procurement contract or other written agreement describing the Customer's purchase.

“Deployment Profile” means the technical configuration agreed for a particular deployment, including identity, retention, memory, analytics, integrations, hosting or regional restrictions.

“DPA” means an applicable Data Processing Agreement.

2. Contract structure and priority

The Services may be governed by several documents.

If documents conflict, the following order of priority applies unless expressly agreed otherwise:

1. signed Order, procurement contract or Statement of Work;
2. applicable Data Processing Agreement;
3. customer-specific Deployment Profile or Service Description;
4. these Business Terms;
5. general product documentation.

Customer-specific terms may therefore override the general configuration described in these Terms.

For example, an Order may specify:

• a perpetual VR application licence;
• a 12-month AI Service;
• ephemeral conversation retention;
• persistent memory;
• SSO or LMS integration;
• customer-specific analytics;
• EU/EEA-restricted processing;
• customer-controlled cloud infrastructure;
• dedicated hosting;
• specific AI providers or excluded providers.

3. Configurable nature of the Services

SIELUNE is a configurable platform.

Different Customers and deployments may use different combinations of:

• non-identified users;
• identified users;
• temporary sessions;
• persistent accounts;
• ephemeral conversations;
• persistent conversations or memory;
• anonymous or aggregated analytics;
• user-specific learning results;
• LMS integration;
• SSO;
• API integrations;
• email invitations;
• voice functionality;
• XR or 3D interfaces;
• different AI models or providers;
• managed cloud hosting;
• region-restricted hosting;
• Customer-controlled infrastructure.

The configuration specified in the applicable Order, Service Description or Deployment Profile determines which features apply to the Customer.

4. Licence to use the Services

Subject to payment of applicable fees and compliance with these Terms, Virtual Dawn grants the Customer a non-exclusive licence to use the purchased Services for the purposes and within the scope specified in the applicable Order.

The licence may be:

• subscription-based;
• fixed-term;
• perpetual for specified installed Applications;
• organisation-wide;
• limited by users, devices, entities, AI characters, interactions or other usage units;
• API/developer based;
• partner, OEM or white-label based.

The applicable Order determines the licence type.

A licence to use an Application does not transfer ownership of SIELUNE, source code or underlying Virtual Dawn technology.

5. Perpetual installed Applications

Where an Order expressly grants a perpetual licence to an installed Application, the Customer may continue using that delivered version after expiration of associated subscription Services, subject to the applicable licence terms.

Functionality that operates locally without a cloud service may continue to operate independently.

Functionality requiring:

• AI inference;
• cloud APIs;
• online authentication;
• hosted databases;
• third-party services;
• online content;
• voice generation;
• other ongoing infrastructure

may require an active Service subscription.

For example, an installed VR simulation may continue functioning after expiration while AI-generated free-form dialogue becomes unavailable unless the AI Service is renewed.

Virtual Dawn does not guarantee that an old installed version will remain compatible indefinitely with future operating systems, hardware or third-party platforms unless maintenance has been purchased.

6. AI Services

AI Services may use Virtual Dawn technology together with one or more third-party or privately hosted AI models.

Depending on the Deployment Profile, these may include models or infrastructure supplied by providers such as Microsoft, OpenAI, Mistral or other providers.

Virtual Dawn may change underlying models or providers where reasonably necessary for:

• quality;
• availability;
• security;
• cost efficiency;
• regulatory compliance;
• technical development.

Where the Customer has contracted for a specific provider, region or processing restriction, that contractual requirement prevails.

7. AI transparency

End Users must be informed when they are interacting directly with an AI system where required by applicable law.

Virtual Dawn may provide notices, interface indicators or other mechanisms identifying AI-powered characters and functions.

The Customer must not intentionally remove, conceal or circumvent legally required AI transparency notices.

Where the Customer creates or distributes AI-generated or AI-manipulated content, the Customer is responsible for complying with applicable disclosure or labelling requirements that apply to its use of that content.

8. AI limitations and human oversight

AI-generated output is probabilistic.

AI output may:

• contain errors;
• omit information;
• misunderstand an End User;
• produce unexpected responses;
• vary between otherwise similar interactions.

Unless expressly agreed for a regulated purpose, the Services are intended to support training, learning, simulation, communication, knowledge access, creativity or other human activity rather than replace qualified professional judgement.

The Customer is responsible for determining whether AI-generated output is suitable for its particular use.

Appropriate human oversight must be maintained where AI output may materially affect an individual.

9. Consequential and regulated uses

The Customer must notify Virtual Dawn before deploying the Services for a use that may be subject to specific regulatory requirements applicable to high-risk or consequential AI systems.

This includes, where relevant:

• admission or access to education;
• formal grading or evaluation determining educational access;
• recruitment or employee selection;
• employee monitoring or consequential performance evaluation;
• access to essential public or private services;
• healthcare diagnosis or treatment decisions;
• other legally or similarly significant decisions concerning individuals.

Unless expressly agreed in writing for such a deployment, the Customer must not use ordinary SIELUNE-generated scores or recommendations as the sole basis for such decisions.

10. Emotion recognition and biometric analysis

SIELUNE may model emotions, personality or internal state of AI characters themselves.

This is distinct from inferring the real emotional state of a human End User.

The Customer must not use the Services to infer a person's emotions from biometric data in an educational institution or workplace where such use is prohibited by applicable law.

Any deployment involving biometric categorisation, biometric identification or emotion recognition must be separately reviewed and expressly supported by Virtual Dawn before use.

11. AI literacy and responsible operation

Customers should ensure that individuals responsible for configuring or operating AI functionality have sufficient understanding of:

• what the AI system does;
• its intended use;
• relevant limitations;
• appropriate human oversight;
• applicable organisational policies.

Virtual Dawn may provide instructions, documentation, onboarding or training for this purpose.

12. Customer Materials

The Customer retains ownership and other rights in Customer Materials.

Providing Customer Materials to Virtual Dawn does not transfer ownership of those materials to Virtual Dawn.

The Customer grants Virtual Dawn a limited, non-exclusive right to host, copy, process, transform and otherwise use Customer Materials only to the extent reasonably necessary to:

• provide the Services;
• implement the Customer's instructions;
• provide support;
• maintain security;
• fulfil the applicable Order.

The Customer confirms that it has the rights and lawful basis necessary to provide Customer Materials for those purposes.

Virtual Dawn will not commercialise Customer confidential materials as its own content merely because they have been supplied through a project.

13. Customer-created content

Content independently created by the Customer remains the Customer's content.

This includes, for example:

• uploaded documents;
• teaching materials;
• internal policies;
• prompts;
• Customer-authored scenarios;
• Customer-authored character instructions;
• Customer-owned 3D assets;
• Customer-owned media.

The Customer may edit and use such content through the Services subject to its own rights and applicable law.

14. Virtual Dawn intellectual property

Virtual Dawn retains all rights in its pre-existing and independently developed technology, including:

• SIELUNE;
• SIELUNA and related creation tools;
• platform architecture;
• source code;
• APIs and SDKs;
• orchestration technology;
• generic templates;
• reusable code;
• algorithms;
• generalised workflows;
• generic simulation systems;
• development tools;
• know-how;
• documentation;
• improvements to the foregoing.

Nothing in an Order transfers ownership of the underlying SIELUNE platform unless expressly agreed in writing.

15. Customer-specific Deliverables

Ownership and licence rights relating to custom Deliverables are determined by the applicable Order.

Unless the Order provides otherwise:

1. Customer Materials remain owned by the Customer;
2. Virtual Dawn retains its underlying technology and reusable components;
3. Virtual Dawn retains ownership of custom technical implementation and materials created by Virtual Dawn;
4. the Customer receives the licence required to use the delivered solution for the agreed purpose.

Where an Order provides a perpetual licence, that licence survives expiration of subscription Services in accordance with Section 5.

16. AI-generated output

As between Virtual Dawn and the Customer, Virtual Dawn does not claim ownership of Customer-specific AI-generated output solely because it was generated using the Service.

AI-generated content may not be unique and similar content may be generated for other users.

The Customer remains responsible for checking whether its use of AI-generated output infringes third-party rights or is subject to other legal restrictions.

17. Model training

Virtual Dawn does not use Customer conversations or Customer Materials to train general-purpose or third-party foundation models for unrelated customers without the Customer's express agreement.

Virtual Dawn will configure supported third-party business/API services so that Customer Content is not used for general model training where such provider controls or contractual protections are applicable.

Customer-specific model training, fine-tuning or optimisation may be performed where separately requested and agreed.

Anonymous or aggregated operational statistics that no longer identify individuals or reveal Customer confidential information may be used to maintain and improve the Services.

18. Acceptable use

The Customer and End Users must not use the Services:

• unlawfully;
• to intentionally harm another person;
• to distribute malware;
• to circumvent security controls;
• to gain unauthorised access to systems or data;
• to infringe intellectual property rights;
• to generate content prohibited by applicable law;
• to interfere with availability of the Services;
• to reverse engineer protected components except where such restriction cannot legally be enforced;
• to resell or sublicense Services except under an applicable partner/OEM agreement.

Virtual Dawn may restrict access where reasonably necessary to address a security incident, illegal use or serious breach of these Terms.

19. Customer administration

The Customer is responsible for:

• determining who may use its organisation environment;
• maintaining appropriate administrator permissions;
• configuring identity and integration settings;
• informing End Users of Customer-controlled monitoring or evaluation;
• ensuring Customer instructions comply with applicable law.

Where SSO, LMS, email invitation or other identity functionality is enabled, the Customer determines which authorised users are connected to those identities.

20. Data protection

Each party will comply with applicable data-protection law.

Depending on the processing activity, Virtual Dawn may act as:

• controller for its own business administration, billing, security and direct customer relationships; and/or
• processor when handling personal data on behalf of a Customer.

Where Virtual Dawn acts as processor, processing will be governed by the applicable DPA.

The Business Privacy Policy provides further information concerning data handling.

21. Ephemeral and persistent processing

The Services may support different retention configurations.

Ephemeral mode

In an ephemeral deployment, application-level conversation content is retained temporarily to maintain conversational continuity and automatically deleted according to the configured retention period.

A typical short-lived ephemeral configuration may delete conversation content approximately 30–60 minutes after the relevant processing cycle.

Persistent mode

Where persistent conversation history or memory is enabled, selected data may remain available across sessions according to the retention configuration agreed with the Customer.

The applicable Deployment Profile determines which mode is active.

22. User identity

The Services do not inherently require an End User's name, email address, student number or other direct identifier.

A deployment may use a temporary or internal identifier, such as “User X”, where user-specific identity is not required.

The Customer may optionally enable identity-dependent functionality such as:

• SSO;
• LMS integration;
• user-specific results;
• email invitations;
• persistent accounts;
• personalised long-term memory.

Enabling such functionality changes the categories of data processed.

23. Analytics

Depending on configuration, the Services may provide:

• aggregated usage information;
• non-identified session statistics;
• stage progression;
• completion information;
• scoring;
• goal achievement;
• Customer-specific identified learning results.

Customer-facing analytics do not need to contain IP addresses or other infrastructure identifiers unless a specific deployment requires them.

Infrastructure and security services may separately process technical information necessary to operate and secure the Service.

24. Subprocessors and infrastructure

Virtual Dawn may use third-party infrastructure and AI providers to provide the Services.

Current subprocessors and relevant purposes may be maintained on the Business Portal or supplied as part of the DPA.

Where required, Virtual Dawn will use contractual arrangements and transfer mechanisms appropriate to the relevant processing.

A Customer requiring restrictions concerning providers, locations or infrastructure must agree those requirements as part of the applicable Deployment Profile.

25. Regional and dedicated deployments

The standard managed Service does not automatically constitute an EU/EEA-only deployment unless expressly stated.

Where available, Customers may purchase or agree configurations such as:

• EU/EEA-restricted processing;
• specific cloud regions;
• dedicated infrastructure;
• Customer-controlled Azure or other cloud environments;
• private model hosting;
• specific provider exclusions.

A regional restriction applies only where confirmed in the applicable Order or Deployment Profile.

26. Security

Virtual Dawn will maintain reasonable technical and organisational measures appropriate to the Services and processing risks.

Measures may include, where applicable:

• encryption in transit;
• encrypted database connections;
• access controls;
• authentication controls;
• role-based permissions;
• secrets management;
• security logging;
• software updates;
• infrastructure security controls;
• incident response procedures.

No internet-connected system can be guaranteed to be completely secure.

27. Confidentiality

Each party will protect the other party's confidential information using reasonable care and will use it only for purposes connected with the business relationship.

Confidential information does not include information that:

• is lawfully public;
• was already lawfully known without confidentiality obligations;
• is independently developed without use of confidential information;
• is lawfully obtained from another source.

Disclosure may be made where required by law.

28. Fees and usage

Fees, included usage and billing periods are described in the applicable Order or current Business Portal purchase flow.

AI Services may be priced using factors including:

• subscription period;
• number of AI entities;
• interactions;
• usage volume;
• integrations;
• deployment requirements;
• support level;
• dedicated infrastructure.

Additional usage may require additional interaction capacity or another Service package.

Prices may be updated prospectively.

A price change will not retrospectively alter fees already paid for a fixed contractual period unless expressly agreed.

29. Taxes

Prices exclude VAT and other applicable taxes unless expressly stated otherwise.

The Customer is responsible for applicable taxes except taxes imposed on Virtual Dawn's own income.

30. Support and maintenance

Virtual Dawn will provide the support level included in the applicable Order.

Standard Services are supported using reasonable commercial efforts.

Enterprise or customer-specific response times, maintenance commitments or service levels apply only where expressly agreed.

31. Changes to Services

Virtual Dawn may develop, improve or modify the Services over time.

Virtual Dawn will not intentionally remove a material contracted feature during a fixed contractual period without providing a reasonably equivalent solution or otherwise addressing the matter with the Customer, except where a change is required by:

• law;
• security;
• third-party platform changes;
• circumstances outside Virtual Dawn's reasonable control.

32. Third-party services

The Services may interoperate with third-party services such as:

• LMS platforms;
• identity providers;
• cloud infrastructure;
• AI providers;
• email systems;
• VR platforms.

The Customer's use of independently selected third-party services may also be subject to those providers' terms.

Virtual Dawn is not responsible for third-party services outside its control.

33. Suspension

Virtual Dawn may temporarily suspend affected functionality where reasonably necessary due to:

• security risk;
• illegal use;
• material breach;
• unpaid undisputed fees;
• infrastructure failure;
• regulatory requirement.

Where reasonably possible, Virtual Dawn will provide notice and attempt to minimise disruption.

34. Term and termination

Subscription Services continue for the period stated in the Order.

Either party may terminate for material breach where the breach is not remedied within a reasonable cure period after written notice, unless immediate termination is justified.

Termination of a subscription does not automatically terminate an expressly granted perpetual Application licence.

Customer Data will be returned or deleted in accordance with the applicable DPA, Deployment Profile and retention obligations.

35. Warranties

Virtual Dawn warrants that it has authority to provide the Services and will perform professional services with reasonable skill and care.

AI output is not warranted to be factually correct or identical between runs.

Except to the extent required by law or expressly stated in an Order, the Services are provided without additional implied warranties.

Nothing in these Terms excludes mandatory rights that cannot legally be excluded.

36. Liability

Neither party will be liable for indirect or consequential losses that were not reasonably foreseeable, except where applicable law prevents such limitation.

Unless otherwise stated in the applicable Order, each party's aggregate contractual liability arising from the Services will not exceed the fees paid or payable by the Customer for the affected Service during the twelve months preceding the event giving rise to the claim, or the price paid for the relevant Deliverable where that is more appropriate.

Nothing in these Terms limits liability to the extent that it cannot lawfully be limited, including liability for fraud or intentional misconduct.

The parties may agree different liability limits in an Order or procurement contract.

37. Force majeure

Neither party is responsible for delay or failure caused by circumstances outside its reasonable control, including major telecommunications outages, cloud infrastructure failures, natural disasters, war, government action or widespread cyber incidents.

The affected party will take reasonable steps to mitigate the impact.

38. Customer references

Virtual Dawn will not use the Customer's name, trademarks or logo as a public commercial reference without permission, unless such reference rights have expressly been agreed in the applicable Order.

39. Assignment

Neither party may assign the agreement in a manner materially prejudicing the other party without reasonable notice, except as part of a merger, corporate restructuring or transfer of substantially all relevant business assets.

40. Changes to these Terms

Virtual Dawn may update these general Terms to reflect legal, security, operational or product changes.

Material changes will apply prospectively.

Where a Customer has a fixed-term signed agreement, changes to these general Terms will not override conflicting negotiated terms for that active term unless required by applicable law.

41. Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

42. Governing law

These Terms are governed by Finnish law.

Unless otherwise agreed in an Order, disputes between business or institutional Customers and Virtual Dawn will be subject to the competent courts of Finland.

The parties should first attempt to resolve disputes through good-faith negotiation.

43. Contact

Questions relating to these Business Terms may be sent to:

Midnight Forge Oy / Virtual Dawn

Finland

Business ID 2504471-2

company@virtual-dawn.com