Legal
Related documents: Annex A — Creator Pro Specifications · Creator Solo (Free) Terms
The following terms have the meanings set out below. Capitalised terms not defined in this Agreement have the meanings given to them in the ORamaVR Master Glossary (ORM-GLO-PROD-001), Exhibit B, or Schedule P, as applicable.
| Term | Definition |
|---|---|
| About Box | A panel accessible to end users within a Derivative Work that credits the author and, where applicable, includes the attribution statement required under Section 9. |
| AUP | The ORamaVR Acceptable Use Policy, as published at oramavr.com/legal/aup and amended from time to time by ORamaVR. |
| Asset Libraries | The medical 3D asset libraries, template assets, and associated multimedia content made available to Creator Pro licensees by ORamaVR as part of the Creator Pro tier, as updated from time to time. |
| Background IP | All intellectual property rights owned or controlled by ORamaVR (or its licensors) that exist prior to or independently of this Agreement, including Creator, OMEN, the VTC Platform, the Asset Libraries, JARIA, and all algorithms, models, tools, and infrastructure comprised therein. |
| Creator | The ORamaVR Creator authoring platform (full procedural engine, OMEN co-pilot, AI NPC agents, multi-platform deployment), as described in Exhibit A to the VTC End Customer Terms (Exhibit B). |
| Creator Pro Licence | The annual subscription licence granted under Section 3 of this Agreement. |
| Derivative Work | Any XR training application, simulation, or content module developed by Licensee using Creator under this Agreement, including any revision, modification, or adaptation thereof. For the avoidance of doubt, a Derivative Work does not include Creator, OMEN, the Asset Libraries, the VTC Platform, JARIA, or any other Background IP of ORamaVR. |
| Exhibit B | The ORamaVR VTC End Customer Terms (ORM-ECTERMS-001), as published at oramavr.com/legal/vtc-end-customer-terms and amended from time to time by ORamaVR. |
| JARIA | Just Another Remarkably Intelligent Agent — the AI assistant functionality integrated into the VTC Platform, as described in the JARIA Terms of Use published at oramavr.com/legal/jaria-terms. |
| Licensee | The individual or legal entity that has accepted this Agreement by click-through or by executing an Order Form referencing this Agreement. |
| OMEN | ORamaVR’s generative AI co-pilot and authoring assistant integrated within Creator Pro. Use of OMEN is subject to the JARIA Terms of Use (ORM-JARIA-TOU-001) where applicable, and to the data posture set out in §5.5 of this Agreement. |
| ORamaVR | ORamaVR SA, a company incorporated under the laws of Switzerland (CHE-478.871.980), with registered address c/o FONGIT, Plan-les-Ouates, Geneva, Switzerland. |
| ORamaVR Marks | The registered and unregistered trademarks, service marks, and trade names of ORamaVR, including “ORamaVR”, “OMEN”, “JARIA”, and “Powered by ORamaVR”. |
| Publisher Agreement | The ORamaVR Publisher Agreement (ORM-PUB-LIB-001) governing submission of Derivative Works to the ORamaVR SIM Library. |
| Schedule P | The VTC Pricing Schedule (ORM-SCHED-P), setting out per-CCU rates, volume-discount bands, and billing conventions, as amended from time to time. |
| SIM Library | The ORamaVR catalogue of XR training applications available to End Customers via the VTC Platform, governed by the SIM Library EULA at oramavr.com/legal/sim-library-eula. |
| Subscription Period | The twelve-month term of a Creator Pro Licence, commencing on the date of acceptance or activation, auto-renewing pursuant to Section 11.3 unless validly cancelled. |
| VTC Licences | The two VTC Platform subscription licences included with each Creator Pro Licence seat pursuant to Section 6, governed by Exhibit B. |
| VTC Platform | The ORamaVR Virtual Training Center cloud platform, as described in Exhibit A to Exhibit B. |
2.1 This Agreement governs the Creator Pro tier only. The Creator Solo (Free) tier is governed by separate terms. If Licensee’s use migrates from Solo to Pro, acceptance of this Agreement is required at the point of upgrade.
2.2 This Agreement is accepted by: (a) clicking “I Accept” at the point of activation; or (b) executing an Order Form that incorporates this Agreement by reference. Both methods are legally equivalent.
2.3 Where Licensee is an individual accepting on behalf of a legal entity, Licensee represents and warrants that they have authority to bind that entity.
3.1 Subject to Licensee’s continued compliance with this Agreement and payment of all applicable fees, ORamaVR grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide licence to download, install, and use Creator (in its Pro tier, including OMEN) solely to develop Derivative Works during the Subscription Period (the “Creator Pro Licence”).
3.2 The Creator Pro Licence entitles Licensee to: (a) use Creator Pro and OMEN on the number of licensed seats specified in the applicable Order Form or subscription confirmation; (b) access the Asset Libraries for incorporation into Derivative Works; (c) deploy Derivative Works to end users pursuant to a binding written agreement no less restrictive than the Derivative Work end-user terms required under Section 8.4; (d) receive support and updates as set out in Section 10; and (e) use the two included VTC Licences as set out in Section 6.
3.3 All rights not expressly granted to Licensee are reserved by ORamaVR. This Agreement does not convey any ownership rights in Creator, OMEN, the Asset Libraries, the VTC Platform, JARIA, or any other Background IP.
4.1.1 ORamaVR and its licensors retain all right, title, and interest in and to all Background IP, including without limitation: Creator, OMEN, the VTC Platform, JARIA, the Asset Libraries, all algorithms, models, APIs, and infrastructure comprised therein, and all intellectual property rights in each of the foregoing. No rights in any Background IP are transferred to Licensee by this Agreement.
4.1.2 Licensee shall not:
4.1.3 Licensee shall not take any act that causes any patent, copyright, or other intellectual property right owned or controlled by ORamaVR to become subject to any open-source licence or encumbrance.
4.2.1 Subject to Section 4.1, Licensee retains all right, title, and interest in and to Derivative Works developed by or on behalf of Licensee using Creator. ORamaVR does not acquire any ownership rights, express or implied, in Derivative Works.
4.2.2 Licensee’s ownership of Derivative Works is subject to ORamaVR’s continuing ownership of any Background IP incorporated therein (including Asset Library components). ORamaVR hereby grants to Licensee a limited, non-exclusive, non-transferable sublicence of the Background IP elements embedded in a Derivative Work solely to the extent necessary to deploy, distribute, and sublicence that Derivative Work to end users pursuant to Section 8.4. This sublicence terminates automatically upon expiry or termination of this Agreement; Licensee shall not distribute new copies of any Derivative Work following such termination, but existing end-user deployments are not automatically revoked.
4.2.3 Licensee may submit a Derivative Work to the ORamaVR SIM Library. Such submission is governed exclusively by the Publisher Agreement, to be executed separately at the time of submission. This Agreement does not grant any rights in respect of SIM Library submission.
4.3.1 Licensee may, at its sole discretion, provide feedback, suggestions, or comments regarding Creator or OMEN (“Feedback”). Licensee grants ORamaVR a worldwide, non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy, modify, and incorporate such Feedback into Creator or any other ORamaVR product, and to sublicence those rights. Licensee waives any right to compensation or attribution for Feedback.
5.1 Where Licensee configures any AI functionality within Creator — including JARIA — with content of Licensee’s own creation (a “Client-Configured Knowledge Base”), ORamaVR provides the technical infrastructure only. Licensee is solely responsible for the accuracy, legality, safety, and fitness for purpose of that content and any outputs derived from it.
5.2 ORamaVR’s responsibilities in respect of JARIA are limited to those set out in the JARIA Terms of Use. ORamaVR has no visibility into, and accepts no liability for, the content of any Client-Configured Knowledge Base or the outputs generated from it.
5.3 Licensee shall ensure that all end users of a Derivative Work that incorporates a Client-Configured Knowledge Base are informed that AI-generated outputs are provided for training purposes only and do not constitute medical advice.
OMEN operates on a bring-your-own-key (BYOK) model for text-based authoring features: Licensee installs ORamaVR Creator locally and authenticates text prompts through Licensee’s own Anthropic API subscription. ORamaVR does not handle, process, or have access to OMEN text prompts or their outputs; the data posture for OMEN text features is governed by the Licensee’s own agreement with Anthropic. OMEN image-generation features are routed through ORamaVR’s managed infrastructure (quota: thirty (30) generated images per seat per month). The following data posture applies to (i) OMEN image-generation prompts and outputs processed through ORamaVR’s infrastructure, and (ii) prompts, inputs, outputs, and session interactions processed by ORamaVR through any JARIA-powered feature within Creator Pro:
Licensee shall not input personal data (as defined under applicable data protection law) into OMEN or JARIA unless Licensee has a valid legal basis for such processing and has implemented appropriate safeguards. ORamaVR’s role in respect of such processing is as data processor (or where the data is for ORamaVR’s own service-improvement purposes within the scope of (a) above, as Independent Controller), in accordance with the ORamaVR Data Processing Agreement (Exhibit C, ORM-EXC-001) and the ORamaVR Privacy Policy.
6.1 Each Creator Pro Licence seat includes two (2) VTC Platform Concurrent User (CCU) licences (the “VTC Licences”) at the entry per-CCU rate as set out in Schedule P, for use by Licensee’s own personnel for testing and evaluation of Derivative Works.
6.2 The VTC Licences are governed by Exhibit B (the ORamaVR VTC End Customer Terms). By accepting this Agreement, Licensee also accepts Exhibit B in respect of the VTC Licences. No separate click-through is required for the VTC Licences included under this Section.
6.3 The VTC Licences are co-terminus with this Agreement. They may not be transferred to third parties, resold, or used to deliver training services to fee-paying participants without a separate written agreement with ORamaVR. For commercial VTC deployment beyond the included seats, Licensee must subscribe to a paid VTC tier under Exhibit B independently of this Agreement.
7.1.1 Licensee may use Creator Pro to develop Derivative Works for commercial purposes, including for distribution to third-party clients and end users, subject to compliance with this Agreement and the AUP.
7.1.2 Licensee may use the Creator Pro Licence on the number of seats purchased. Each seat is for a named individual user; seat sharing is prohibited.
7.2.1 Licensee shall not:
7.2.2 Licensee shall comply at all times with the AUP. In the event of conflict between this Agreement and the AUP, this Agreement prevails.
8.1 Licensee represents and warrants that it has obtained all necessary permissions, licences, and clearances from all rights holders in respect of any third-party content, including clinical content, images, data, and code, incorporated into any Derivative Work.
8.2 Licensee is solely responsible for the clinical accuracy, regulatory compliance, and fitness for purpose of any medical training content included in a Derivative Work. ORamaVR makes no representation as to the clinical validity of Derivative Works produced using Creator.
8.3 Licensee shall not use Creator Pro for any purpose that constitutes the practice of medicine, the provision of clinical diagnosis, or the delivery of regulated medical advice.
8.4 When distributing a Derivative Work to end users, Licensee shall bind those end users under a written end-user licence agreement that: (a) disclaims all warranties on behalf of ORamaVR; (b) excludes all consequential, special, and indirect damages on behalf of ORamaVR; (c) includes the VR safety notice required by Section 13; and (d) is no less restrictive than this Agreement with respect to permitted use.
9.1 Creator Pro licensees are not required to display the “Powered by ORamaVR” attribution in Derivative Works. Licensee may, at its sole discretion, elect to display the attribution or any ORamaVR Mark in connection with a Derivative Work.
9.2 If Licensee elects to use any ORamaVR Mark, ORamaVR hereby grants a non-exclusive, non-transferable, limited licence to use such marks solely in connection with Derivative Works produced under this Agreement, subject to ORamaVR’s then-current brand guidelines. All use of ORamaVR Marks shall inure to the benefit of ORamaVR. Licensee acquires no right, title, or interest in any ORamaVR Mark other than the limited use right in this Section.
9.3 Licensee shall ensure that any materials on which ORamaVR Marks are displayed do not reflect adversely upon the goodwill or reputation of ORamaVR. ORamaVR may revoke this mark licence upon written notice if Licensee uses ORamaVR Marks in a manner that ORamaVR reasonably determines is harmful to its brand.
9.4 ORamaVR may reference Licensee’s name, logo, and the fact that Licensee uses Creator Pro in ORamaVR marketing materials, press releases, product brochures, and financial reports, and may include a hyperlink to Licensee’s online presence. Licensee may opt out of this right by written notice to info@oramavr.com.
10.1 During the Subscription Period, ORamaVR will provide Licensee with: (a) access to priority software updates and new releases of Creator Pro and OMEN; (b) access to the ORamaVR integration support team; and (c) ticket-based technical support with a 48-hour initial response SLA during ORamaVR business hours (Monday–Friday, CET).
10.2 All error corrections, bug fixes, patches, and updates delivered to Licensee are and remain the sole property of ORamaVR. Updates are deemed to fall under the running Creator Pro Licence and are subject to this Agreement.
10.3 Support is provided through ORamaVR’s support portal. ORamaVR reserves the right to modify support channels and SLA commitments upon not less than 30 days’ written notice to Licensee.
10.4 ORamaVR does not warrant that Creator Pro will be uninterrupted or error-free. Planned maintenance is communicated via the support portal. Platform availability commitments for the VTC Platform are governed by Exhibit A to Exhibit B.
11.0 Billing Policy cross-reference. The mechanics of subscription billing, payment, default, suspension, acceleration, renewal, refunds, audit, and late-payment interest applicable under this Agreement are set out in the ORamaVR Billing Policy (ORM-BILL-001), published at oramavr.com/legal/billing-policy and incorporated into this Agreement by reference. This Section 11 sets out the Creator Pro-specific economic terms (List Price, payment options, seat changes, renewal pricing) and the Creator Pro-specific overlay on the Billing Policy. Where any provision of this Section 11 is irreconcilable with the Billing Policy, this Section 11 prevails on Creator Pro-specific items; the Billing Policy prevails on all other billing mechanics.
11.0.1 Product-specific scope of the two payment options. The two-payment-options structure in §11.2 (Option A — annual prepay with two-months-free benefit; Option B — annual commitment paid in monthly instalments at full per-year cost) applies to the Creator Pro Licence only. Both options are offered as standard to every Creator Pro Licensee. The two-payment-options structure does not apply to VTC Platform subscriptions, SIM Library subscriptions, or other ORamaVR products, unless expressly stated in the product-specific agreement or pricing schedule. Other ORamaVR products are billed on the basis set out in their respective product agreements or pricing schedules.
11.1.1 The Creator Pro Licence is priced at EUR 1,590 per seat per Subscription Period (the “Annual List Price”), exclusive of VAT and any other applicable taxes. The Annual List Price represents ten (10) months of accrued monthly list price (i.e., two months free per twelve-month Subscription Period), consistent with the billing convention in Schedule P §3.4.
11.1.2 Discounts and promotional pricing. ORamaVR may, at its sole and absolute discretion, offer a Licensee a reduced fee for a specified Subscription Period by means of a written discount notice or Order Form addendum (a “Discount”). Any Discount: (a) applies solely to the Subscription Period expressly identified in the Discount notice or Order Form addendum, and not to any subsequent Renewal Term unless expressly stated; (b) does not constitute a modification of the Annual List Price and creates no entitlement to the same or any other Discount in any current or future Subscription Period; (c) may be expressed as a percentage reduction of the Annual List Price, a fixed amount reduction per seat, or a reduced per-seat rate, as stated in the relevant Discount notice; (d) where Option B (annual commitment, paid in monthly instalments) under Section 11.2.1 is in effect, is applied pro rata across each monthly instalment for the discounted Subscription Period, and the Accelerated Balance under Section 11.2.4 shall be calculated by reference to the total discounted annual fee actually payable for that Subscription Period, not the Annual List Price; and (e) may be withdrawn by ORamaVR with immediate effect and without liability if Licensee is in material breach of this Agreement at the time the Discount is granted or during the Subscription Period to which it applies. ORamaVR reserves the right to offer different Discounts to different Licensees and is under no obligation to offer equivalent terms to any other Licensee.
11.2.1 The Creator Pro Licence is offered on two equal standard payment options. At the point of subscription, Licensee shall elect one of the following:
Both options are offered as standard to every Creator Pro Licensee. The choice between Option A and Option B is at Licensee’s discretion at the point of subscription and at each renewal. The total annual cost difference between the two options (EUR 318 per seat per year) is the price of the prepayment benefit; it does not constitute a Discount or a promotional pricing decision under Section 11.1.2.
11.2.2 Cancellation of an Option B subscription before the end of a Subscription Period. Where Licensee cancels an Option B (annual commitment, paid in monthly instalments) subscription before the end of the Subscription Period: (a) Licensee’s annual commitment for the then-current Subscription Period is unaffected by the cancellation, and Licensee remains obliged to pay the remaining monthly instalments for that Subscription Period as and when they fall due in the ordinary monthly cycle, which ORamaVR will continue to collect from the stored Payment Method; (b) Licensee retains full access to Creator Pro for the remainder of the then-current Subscription Period for so long as the monthly instalments continue to be paid when due, and the cancellation does not, of itself, cause any loss of access or trigger the Accelerated Balance under Section 11.2.4; (c) the effect of cancellation is that the subscription will not auto-renew under Section 11.3 and will expire at the end of the then-current Subscription Period, on which date Licensee’s access to Creator Pro ceases; and (d) if, following cancellation, a monthly instalment is not paid when due, the failed-payment cure cascade in Section 11.4.1 applies (notification, automatic retries, Cure Period, and, on continued non-payment, suspension and ultimately termination for material breach). For the avoidance of doubt, suspension or termination in that event arises from the non-payment and not from the cancellation itself. For the further avoidance of doubt, Option A subscriptions are paid in full at the commencement of the Subscription Period and are subject to the non-refundability provision in Section 11.4.2; there is no separate cancellation refund under Option A.
11.2.3 Payment method mandate (Option B). Licensee selecting Option B (annual commitment, paid in monthly instalments) must, at the point of subscription, provide a valid credit card, debit card, or SEPA Direct Debit mandate (“Payment Method”) that ORamaVR may use to collect instalments throughout the Subscription Period. ORamaVR will store the Payment Method details securely in accordance with applicable payment card industry standards. Licensee authorises ORamaVR to charge the stored Payment Method for: (a) each monthly instalment as it falls due, including instalments falling due after a cancellation under Section 11.2.2; and (b) any Accelerated Balance that becomes payable on default pursuant to Section 11.2.4. Licensee undertakes to keep the Payment Method valid and adequately funded throughout the Subscription Period and to notify ORamaVR promptly of any change to Payment Method details. ORamaVR does not block, hold, or pre-authorise the full annual amount on the stored Payment Method.
11.2.4 Acceleration on payment default (Option B). The remaining monthly instalments for the then-current Subscription Period do not accelerate by reason of cancellation alone (see Section 11.2.2). However, where Licensee defaults on the payment of any monthly instalment and that default is not cured within the Cure Period in Section 11.4.1, all remaining monthly instalments for the then-current Subscription Period shall, upon ORamaVR’s written notice, immediately accelerate and become due and payable in full as a single lump sum (the “Accelerated Balance”). ORamaVR is hereby irrevocably authorised to charge the Accelerated Balance to the stored Payment Method in a single transaction following such notice or as soon as reasonably practicable thereafter. If the charge to the stored Payment Method fails or is insufficient: (a) the Accelerated Balance remains a debt due and payable by Licensee; (b) ORamaVR shall issue a written demand for payment within fifteen (15) days; and (c) interest shall accrue on any unpaid amount at 1.5% per month from the date the Accelerated Balance fell due until payment in full. ORamaVR reserves all rights of collection, including referral to a debt collection agency and commencement of legal proceedings, in respect of any unpaid Accelerated Balance.
11.2.5 Seat changes during a Subscription Period. (a) Seat additions: Licensee may increase the number of licensed seats at any time during a Subscription Period by written request to ORamaVR. Additional seats are charged at the Annual List Price (or applicable Discounted rate, if any) pro-rated for the number of complete calendar months remaining in the then-current Subscription Period, invoiced upon activation and due within fifteen (15) days. Additional seats become co-terminus with the existing Subscription Period and renew on the same terms. (b) No mid-term seat reduction: Consistent with the annual commitment under this Agreement, Licensee may not reduce the number of licensed seats during a Subscription Period. Seat reductions take effect only at the start of a Renewal Term, provided Licensee gives written notice of the intended reduction at least thirty (30) days before the end of the then-current Subscription Period. Any purported mid-term reduction notice shall be of no effect and Licensee remains liable for fees in respect of all seats contracted for the full Subscription Period.
11.3.1 The Creator Pro Licence renews automatically at the end of each Subscription Period for a further twelve-month period on the then-current Annual List Price, unless Licensee gives written notice of cancellation at least 30 days before the end of the then-current Subscription Period.
11.3.2 ORamaVR may adjust the Annual List Price for renewal periods upon at least 90 days’ prior written notice to Licensee.
11.4.1 All fees are due in advance. For annual prepay, fees are due upon invoice. For the annual commitment, monthly instalment option, each instalment is due at the start of the applicable billing month; the obligation to pay all twelve (12) instalments for the Subscription Period is unconditional and survives any early cancellation by Licensee (which, under Section 11.2.2, does not accelerate the instalments or terminate access of itself). If a payment attempt fails, ORamaVR will: (i) notify Licensee by email to the address on record within two (2) business days of the failed attempt; (ii) retry the charge automatically up to two (2) further times within the following seven (7) calendar days; and (iii) if all retry attempts fail, issue a written demand for the outstanding amount. Licensee shall have five (5) business days from the date of written demand to provide a replacement Payment Method and settle the outstanding amount in full (the “Cure Period”). If payment is not received within the Cure Period, ORamaVR may suspend access to Creator Pro immediately upon written notice. Suspension does not relieve Licensee of the obligation to pay the outstanding instalment or any remaining instalments for the Subscription Period. If the outstanding amount remains unpaid for thirty (30) days following the initial failed payment, ORamaVR may treat the failure as a material breach and terminate pursuant to Section 18.2 without further notice, and the Accelerated Balance becomes immediately due in accordance with Section 11.2.4. Late payments accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the original due date until payment in full.
11.4.2 All fees are non-refundable except: (a) as expressly stated in this Agreement; or (b) to the extent that a non-refundable fees provision is unenforceable or void under the mandatory consumer or commercial protection law of the jurisdiction in which Licensee is established (including, without limitation, EU Directive 2011/83/EU on consumer rights, Swiss Code of Obligations provisions on undue enrichment, and equivalent applicable legislation), in which case refunds shall be limited to the minimum extent required by such mandatory law and shall not be construed as a general waiver of the non-refundable principle for any amounts beyond what is mandatorily required.
11.4.3 Suspension and transition to termination. A suspension of access to Creator Pro under Section 11.4.1 does not constitute termination of this Agreement. During any suspension: (a) this Agreement remains in full force and effect; (b) all payment obligations continue to accrue; and (c) ORamaVR has no obligation to provide support or updates. ORamaVR will restore access within two (2) business days of receipt of payment in full of all outstanding amounts, including accrued interest. If a suspension continues for thirty (30) or more calendar days without payment in full, ORamaVR may, at its election, either continue the suspension or convert it to a termination for material breach pursuant to Section 18.2 by written notice, without the requirement for a further cure period, the failure to pay having already been notified and remained unremedied. Upon conversion to termination, the Accelerated Balance becomes immediately due and payable.
12.1 ORamaVR warrants that Creator Pro is free from material defects at the time of delivery. A material defect is a deviation from the product specification (including accompanying documentation) that significantly impairs the value of Creator Pro or its fitness for ordinary use as described in the documentation. Licensee shall notify ORamaVR in writing of any material defect promptly upon discovery, specifying how the defect manifests, its effects, and the circumstances in which it occurs. ORamaVR shall, upon confirming the existence of a material defect, remedy it within a reasonable time by subsequent improvement or replacement.
13.1 Licensee acknowledges that extended use of virtual reality hardware and software may present risks to some individuals, including motion sickness, disorientation, eye strain, and, in rare cases, seizures. Licensee assumes sole responsibility for ensuring that all individuals who use any Derivative Work in a virtual reality context have been informed of these risks.
13.2 Licensee shall defend, indemnify, and hold harmless ORamaVR, its affiliates, and their respective officers, directors, and employees against any claim or action brought by a third party alleging that Licensee’s negligence caused death, personal injury, or property damage arising out of the use of a Derivative Work, except to the extent such claim arises from ORamaVR’s own breach of this Agreement, negligence, or wilful misconduct.
13.3 ORamaVR will not, under any circumstances, be held liable for any property damage, personal injury, or death related to the use of Creator Pro or any Derivative Work, except as required by mandatory Swiss product liability law.
14.1 Licensee agrees to indemnify, defend, and hold harmless ORamaVR, its subsidiaries and affiliates, and each of their respective officers, directors, and employees from and against any and all claims, demands, causes of action, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any use, reproduction, or distribution of a Derivative Work that infringes any patent, copyright, trademark, trade secret, or other intellectual property or privacy right of any third party; (b) the download, distribution, installation, storage, execution, or use of any Derivative Work by any person; or (c) any breach of this Agreement by Licensee.
14.2 ORamaVR shall have no liability for any third-party claim of infringement based on: (a) Licensee’s use of a superseded or altered version of Creator Pro where infringement would have been avoided by use of the current, unaltered version made available by ORamaVR; or (b) the combination of Creator Pro with software, hardware, or materials not provided by ORamaVR.
15.1 ORamaVR’s total aggregate liability to Licensee under or in connection with this Agreement shall not exceed the total fees paid or payable by Licensee to ORamaVR in the twelve (12) months immediately preceding the event giving rise to the claim (“or payable” captures invoiced-but-unpaid amounts, consistent with the cap architecture in Exhibit B §9.3).
15.2 Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by ORamaVR’s negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; (d) mandatory product liability under Swiss law; or (e) any other liability that cannot be limited or excluded by applicable law.
15.3 The parties acknowledge that the fees in Section 11 reflect, and are set in reliance upon, the allocation of risk and the exclusion of consequential damages in this Section 15.
16.1 Creator Pro, its algorithms, APIs, documentation, and any technical information disclosed by ORamaVR to Licensee in connection with this Agreement constitute ORamaVR’s confidential information (“Confidential Information”). Licensee undertakes to protect Confidential Information from disclosure to any third party with at least the same degree of care as it uses to protect its own confidential information, and in any event no less than reasonable care.
16.2 Licensee shall not disclose, or permit the disclosure of, any Confidential Information to any third party without ORamaVR’s prior written consent, except to Licensee’s employees or contractors who have a need to know for the purpose of developing Derivative Works and who are bound by confidentiality obligations no less restrictive than this Section.
16.3 Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of Licensee; (b) is expressly disclosed by ORamaVR on a non-confidential basis; (c) was known to Licensee prior to receipt from ORamaVR; or (d) is rightfully acquired from a third party without restriction. The burden of proving any exception rests with Licensee.
16.4 Licensee acknowledges that unauthorised disclosure of Confidential Information would cause ORamaVR irreparable harm for which monetary damages would be an inadequate remedy, and that ORamaVR is entitled to seek immediate equitable relief to prevent such disclosure, in addition to any other remedies available at law.
17.1 Upon written request from ORamaVR, Licensee shall, within fifteen (15) days of receipt, provide ORamaVR in writing with all information reasonably requested regarding the type and extent of Licensee’s use of Creator Pro, including the number of active seats and deployed Derivative Works, to enable ORamaVR to verify compliance with this Agreement.
17.2 ORamaVR may, upon not less than ten (10) business days’ written notice and no more than once per calendar year (unless a material breach is reasonably suspected), conduct or commission an independent audit of Licensee’s use of Creator Pro at ORamaVR’s expense, subject to reasonable confidentiality protections for Licensee’s business information. If the audit reveals underpayment of more than five percent (5%) of fees due, Licensee shall reimburse ORamaVR’s reasonable audit costs in addition to the underpaid amount.
18.1 This Agreement commences on the date of acceptance (Section 2.2) and continues for successive twelve-month Subscription Periods until terminated as set out in this Section.
18.2 ORamaVR may terminate this Agreement and the Creator Pro Licence immediately upon written notice if Licensee commits a material breach that is not remedied within thirty (30) days of ORamaVR’s written notice specifying the breach.
18.3 Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to insolvency, administration, liquidation, or similar proceedings.
18.4 Upon expiry or termination of this Agreement for any reason: (a) all Creator Pro Licences terminate immediately; (b) the VTC Licences included under Section 6 terminate co-terminously; (c) Licensee shall cease all use of Creator Pro and promptly delete or destroy all copies in its possession or control; (d) Licensee shall certify in writing within ten (10) days that all copies have been deleted or destroyed; and (e) the deployment sublicence in Section 4.2.2 terminates in respect of new deployments (existing end-user deployments are not automatically revoked).
18.5 At ORamaVR’s request following a breach termination, Licensee shall promptly remove Derivative Works from any public distribution platform.
18.6 Sections 1, 4, 12.1 (notification obligations), 13, 14, 15, 16, 17, 18.4–18.5, and 20 survive expiry or termination of this Agreement.
19.1 Creator Pro may incorporate or be distributed with third-party software components. Such components are subject to their own licence terms, listed in the Creator Pro release documentation and made available at oramavr.com/legal/creator-third-party-notices. By accepting this Agreement, Licensee also accepts the applicable third-party component licences.
19.2 ORamaVR does not warrant, indemnify, or accept liability for any third-party software component incorporated into Creator Pro.
20.1 Governing law. This Agreement is governed by and construed in accordance with the internal law of Switzerland (excluding principles of conflict of laws and international treaties). Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its validity, invalidity, breach, or termination, shall be finally and exclusively settled by the courts of the Canton of Geneva, subject to a right of appeal to the Swiss Federal Supreme Court.
20.2 Entire agreement. This Agreement, together with any applicable Order Form, the ORamaVR Billing Policy (ORM-BILL-001), Exhibit B, Schedule P, the AUP, the JARIA Terms of Use, and the ORamaVR Master Glossary, constitutes the entire agreement between the parties relating to Creator Pro and supersedes all prior agreements, representations, and understandings, whether oral or written.
20.3 Amendments. Any modification or amendment to this Agreement must be made in writing and signed by authorised representatives of both parties to be effective. Verbal ancillary agreements are deemed not to exist. ORamaVR may amend the ORamaVR Billing Policy (ORM-BILL-001), the AUP, Exhibit B, Schedule P, and other Standard-Form Documents in accordance with the amendment mechanics set out in those documents.
20.4 Waiver. No failure or delay by ORamaVR in exercising any right or remedy constitutes a waiver of that right or remedy. A single or partial exercise of any right or remedy does not prevent further exercise or the exercise of any other right or remedy.
20.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force. The parties agree to replace any invalid provision with a valid provision that most closely approximates the commercial objective of the original.
20.6 Assignment. Licensee may not assign or transfer this Agreement or any rights or obligations under it without ORamaVR’s prior written consent. ORamaVR may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to Licensee.
20.7 Notices. Notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by registered post to the addresses on record. Notices to ORamaVR: info@oramavr.com. Licensee contact details are those provided at registration or in the applicable Order Form.
20.8 Relationship of parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship.
ORamaVR SA · CHE-478.871.980 · c/o FONGIT, Plan-les-Ouates, Geneva, Switzerland
ORM-CREATOR-PRO-EULA-001 · v1.2 · 2026 · oramavr.com/legal/creator-pro-eula