The following terms have the meanings set out below. Capitalized terms not defined in this Agreement have the meanings given to them in the VTC End Customer Terms (Exhibit B) or the End Customer’s Principal Agreement, as applicable.
| Term | Definition |
|---|---|
| Authorized Channel Partner | A partner authorized by ORamaVR to distribute VTC Platform and SIM Library licenses pursuant to the Master Distribution Agreement. |
| Demo Simulation | A full-feature sample of a SIM Library title, made available through the VTC Launcher and provisioned automatically at no charge for so long as the End Customer holds a valid VTC License. A Demo Simulation of a title forms part of that title. |
| End Customer | The organization (hospital, clinic, medical school, simulation center, or equivalent) that subscribes to the SIM Library through ORamaVR or an Authorized Channel Partner. |
| End User | A natural person who accesses or uses a SIM, in their capacity as a Trainee, Supervisor, or Org Admin user of the End Customer’s Client Tenant. |
| Exhibit B | The ORamaVR VTC End Customer Terms, set out in Exhibit B and amended from time to time by ORamaVR. |
| JARIA | Just Another Remarkably Intelligent Assistant — ORamaVR’s AI virtual assistant integrated into the VTC Platform, which may operate as an overlay on a SIM. Use of JARIA is governed by the JARIA Terms of Use. |
| ORamaVR | ORamaVR SA, a company incorporated under the laws of Switzerland (CHE-478.871.980), with registered address at 34 route de la Galaise, c/o FONGIT, CH-1228 Plan-les-Ouates, Geneva, Switzerland. |
| ORamaVR-Owned SIM | A SIM owned by ORamaVR whose clinical content ORamaVR authored, made available in the SIM Library catalogue. |
| Patient-Identifiable Data | Has the meaning given in Exhibit B §2. |
| Principal Agreement | The agreement under which the End Customer procures the VTC Platform and SIM Library — namely the OEM Master Agreement, the Direct MSA, or the Master Distribution Agreement, as applicable. |
| Publisher | A third party that supplies the clinical content of a Publisher SIM, or owns a Publisher SIM, and has licensed it to ORamaVR for distribution under a SIM Library Publisher Agreement (a “Publisher Agreement”). |
| Publisher SIM | A SIM whose clinical content is supplied by a Publisher under a Publisher Agreement, whether the SIM is owned by the Publisher or by ORamaVR. |
| SIM | An individual medical XR simulation application made available through the VTC Platform as part of the SIM Library, whether an ORamaVR-Owned SIM or a Publisher SIM, together with its associated assets, content, and documentation. |
| SIM Library | The ORamaVR curated catalogue of medical XR simulations distributed through the VTC Platform to End Customers, listed at the SIM Library Catalogue URL (oramavr.com/legal/sim-library-catalogue). |
| Subscription Period | The period during which the End Customer is entitled to access the SIM Library or a particular SIM under the Principal Agreement. |
| VTC Platform | The ORamaVR Virtual Training Center platform through which SIMs are delivered, as described in Exhibit A (VTC Platform Specifications & Service Levels) and operated under the concurrent-user (CCU) licensing model. |
This Agreement is a Standard-Form Document incorporated by reference into Exhibit B (VTC End Customer Terms) at Exhibit B §1.4 and into the End Customer’s Principal Agreement. It governs use of SIMs specifically; it does not replace Exhibit B or the Principal Agreement. References in this Agreement to “Exhibit B” or the “VTC End Customer Terms” are to the VTC End Customer Terms, which apply to the End Customer whether access is obtained directly from ORamaVR or through an Authorized Channel Partner; cross-references in this Agreement to Exhibit B section numbers are to the numbering of Exhibit B as published at oramavr.com/legal. In the event of conflict:
The End Customer is bound by this Agreement through its Principal Agreement and Exhibit B. Each End User is bound by this Agreement at first access to a SIM, by click-through acceptance or equivalent affirmation recorded against the End User’s account (capturing the timestamp, the End User identifier, the document name, and the document version). The End Customer remains responsible under Exhibit B §4.4 for the conduct of its End Users.
SIMs are intended for use by professional, faculty, and student End Users in connection with VTC training programs. Each End User confirms, at acceptance, that they are (a) at least eighteen (18) years of age (or, where higher, the age of majority in their jurisdiction) and (b) authorized by the End Customer to access the VTC Platform.
The right to access and use SIMs extends only to the End Customer and its authorized End Users. It does not extend to the End Customer’s affiliates unless expressly agreed in writing by ORamaVR.
Subject to the End Customer’s compliance with this Agreement, Exhibit B, and the Principal Agreement, and to payment of the applicable fees, ORamaVR grants to the End Customer and its authorized End Users, during the Subscription Period, a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the SIMs included in the End Customer’s subscription, solely for internal medical training, education, and assessment within the End Customer’s organization, in accordance with the concurrent-user (CCU) model and the entitlement set out in the Principal Agreement.
Access to SIMs is licensed on the concurrent-user (CCU) basis described in Exhibit B. The number of concurrent users entitled to access SIMs at any one time is set out in the End Customer’s Principal Agreement. This Agreement does not grant any per-seat, perpetual, or device-locked license.
All rights not expressly granted are reserved by ORamaVR and, in the case of a Publisher SIM, by the relevant Publisher. This Agreement conveys no ownership interest in any SIM, the VTC Platform, JARIA, or any other ORamaVR or Publisher intellectual property.
The composition of the SIM Library catalogue may change from time to time. ORamaVR may add, update, or withdraw SIMs in accordance with Exhibit B and, for Publisher SIMs, the relevant Publisher Agreement. Withdrawal of a SIM does not affect End Customer subscriptions active at the date of withdrawal for the remainder of their then-current Subscription Period, save where withdrawal is required for legal, safety, or clinical-accuracy reasons.
3.5 Demo Simulations. This Agreement governs each Demo Simulation on the same terms as any other SIM, save that no fee is payable for it. A Demo Simulation is not separately licensable and may not be sold on a standalone basis, and access continues only for so long as the End Customer holds a valid VTC License. Where a Demo Simulation is a title licensed in by ORamaVR from a third-party author, ORamaVR sublicenses it under this Agreement on the author’s behalf.
End Users may use SIMs solely for medical training, education, simulation, and assessment within the End Customer’s organization, in accordance with this Agreement, Exhibit B, the Acceptable Use Policy, and all applicable laws.
Neither the End Customer nor any End User shall:
The patient-data prohibition in Exhibit B §4.2(b) applies in full to all use of SIMs and to any input made by an End User into a SIM or into JARIA operating as an overlay on a SIM: no End User shall input Patient-Identifiable Data. The End Customer’s anonymization and pseudonymization warranty under Exhibit B §4.3 applies to any clinical content submitted through a SIM.
ORamaVR and its licensors retain all right, title, and interest in and to the VTC Platform, JARIA, all ORamaVR-Owned SIMs, and all algorithms, models, tools, integration code, and infrastructure comprised therein, including all intellectual property rights in each of the foregoing. No such rights are transferred to the End Customer or any End User.
The Publisher’s content in a Publisher SIM and, where the Publisher owns it, the Publisher SIM itself remain the property of the relevant Publisher, subject to the license granted by the Publisher to ORamaVR under the Publisher Agreement and the sublicense granted to End Customers under §3.1. The End Customer’s use of a Publisher SIM is subject to any additional Publisher attribution or use condition notified in the SIM Library catalogue entry for that SIM. ORamaVR’s platform, JARIA, and integration layer remain ORamaVR’s property regardless of the SIM on which they operate.
Neither the End Customer nor any End User shall take any act that causes any intellectual property right owned or controlled by ORamaVR or a Publisher to become subject to any open-source license or similar encumbrance.
Where the End Customer or an End User provides feedback, suggestions, or comments regarding a SIM, the VTC Platform, or JARIA (“Feedback”), the End Customer grants ORamaVR a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, copy, modify, and incorporate such Feedback into any ORamaVR product or service and to sublicense those rights. No compensation or attribution is due for Feedback.
Where JARIA is enabled on a SIM, it operates as an ORamaVR-owned AI overlay that may provide conversational guidance, session-aware feedback, and, where JARIA+ is provided, performance assessment. Use of JARIA is governed by the JARIA Terms of Use, which the End User accepts at first invocation of JARIA. In the event of conflict on JARIA-specific matters, the JARIA Terms of Use prevail.
The clinical content of a SIM — its clinical scenarios, procedural steps and pedagogical design — is authored by the content author identified in its SIM Library catalogue entry. JARIA’s assessment algorithms, scoring models, feedback generation and outputs are ORamaVR’s and are not authored, reviewed or endorsed by any Publisher or clinical author of a SIM; ORamaVR will not present any JARIA output as validated by them. JARIA outputs are generated by artificial intelligence, may be inaccurate or incomplete, are training aids only and must not be relied on for any clinical decision; they are provided on the terms of the JARIA Terms of Use and §11. ORamaVR will investigate, and where appropriate correct, any JARIA output reported to it as misrepresenting the clinical content of a SIM. Any allocation of responsibility for SIM content or JARIA outputs between ORamaVR and a Publisher is governed solely by the Publisher Agreement and creates no rights or obligations for the End Customer or any End User.
Prompts, inputs, outputs and session interactions processed through JARIA are processed by ORamaVR as processor under Exhibit C and retained as stated there, and are not used to train or fine-tune any AI model except on an opt-in under JARIA Terms of Use §5.3.
SIMs are provided for medical training, education, and simulation purposes only. No SIM is a medical device, and no SIM is intended for use in the diagnosis or treatment of any real, identifiable patient. Content within a SIM does not constitute clinical advice and must not be relied upon as a substitute for the professional judgment of a qualified clinician.
The clinical content of each SIM is authored by the content author identified in its SIM Library catalogue entry — ORamaVR for an ORamaVR-Owned SIM and the Publisher for a Publisher SIM — and is reviewed by ORamaVR for technical fitness before publication. Where the clinical content of a SIM is reported to ORamaVR as materially inaccurate, ORamaVR will refer the report to the content author and correct or withdraw the content in accordance with §3.4. The End Customer is responsible for ensuring that its deployment of any SIM is consistent with applicable professional standards, clinical governance frameworks, educational standards, and accreditation or regulatory requirements applicable to the End Customer.
ORamaVR does not warrant that use of any SIM will achieve any particular training, educational, or clinical outcome, or that SIM content reflects the most current clinical guidelines at any given time.
Each SIM may display attribution to its owner and, for a Publisher SIM, to the Publisher and the SIM’s clinical authors, in the form specified in the SIM Library catalogue entry or embedded in the SIM. Neither the End Customer nor any End User shall remove, obscure, or alter such attribution. Use of the ORamaVR marks, and of any Publisher marks, is permitted only as displayed by the SIM and the VTC Platform; no other right to use those marks is granted; any further use of the ORamaVR marks is governed by the ORamaVR Trademark and Brand Usage Guidelines. Certain SIMs and platform components carry legacy “Powered by MAGES” or equivalent attribution reflecting the historical ORamaVR MAGES platform; that attribution is retained as a historical reference and shall not be removed.
The End Customer 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. The End Customer has sole responsibility for ensuring that all End Users who use any SIM in a virtual reality context have been informed of these risks and use supported VR hardware in accordance with ORamaVR’s guidance. The End Customer 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 the End Customer’s negligence caused death, personal injury, or property damage arising out of the use of a SIM, except to the extent such claim arises from ORamaVR’s own breach, negligence, or wilful misconduct.
Processing of personal data in connection with the use of SIMs is governed by Exhibit B, the ORamaVR Privacy Policy, and, where applicable, the Data Processing Agreement (Exhibit C). End-customer performance data generated through use of a SIM (including session logs, competency scores, and assessment outcomes) belongs to the End Customer; ORamaVR processes such data as processor on behalf of the End Customer in accordance with Exhibit C, save where ORamaVR acts as independent controller for account, security, and service-operation purposes as set out in Exhibit B and the Privacy Policy. This Agreement does not vary the roles, obligations, or allocations set out in those documents.
EXCEPT AS EXPRESSLY SET OUT IN EXHIBIT B OR THE PRINCIPAL AGREEMENT, EACH SIM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORAMAVR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. ORAMAVR DOES NOT WARRANT THAT ANY SIM WILL BE UNINTERRUPTED OR ERROR-FREE. WHERE JARIA OPERATES ON A SIM, JARIA OUTPUTS ARE PROVIDED ON AN AS-IS BASIS AS SET OUT IN THE JARIA TERMS OF USE. THIS SECTION DOES NOT EXCLUDE ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER MANDATORY APPLICABLE LAW.
The End Customer shall indemnify, defend, and hold harmless ORamaVR, its subsidiaries and affiliates, and their respective officers, directors, and employees from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the End Customer’s or any End User’s breach of this Agreement, Exhibit B, or the Acceptable Use Policy; (b) the input of Patient-Identifiable Data or other personal data into any SIM or JARIA in breach of §4.3; or (c) any use of a SIM by the End Customer or an End User outside the scope of the license granted. ORamaVR shall have no liability for any third-party infringement claim based on (i) use of a superseded or altered version of a SIM where infringement would have been avoided by use of the current, unaltered version, or (ii) the combination of a SIM with software, hardware, or materials not provided by ORamaVR.
Liability of ORamaVR to the End Customer under or in connection with this Agreement is governed by, and subject to, the limitation-of-liability provisions of Exhibit B §9 and the Principal Agreement, including the exclusion of indirect damages and the liability cap set out there. No separate SIM-specific liability cap applies; the applicable cap (Exhibit B §9.3 or the signed Principal Agreement) applies on an aggregated basis with all other claims under or in connection with the VTC Platform. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, for wilful misconduct, for mandatory product liability under Swiss law, or for any other liability that cannot be limited under applicable law.
Each SIM, the VTC Platform, and any technical information disclosed by ORamaVR in connection with this Agreement constitute ORamaVR’s confidential information. The End Customer shall protect such confidential information from disclosure to any third party with no less than reasonable care, and shall use it only for the purposes of this Agreement. The confidentiality obligation does not apply to information that (a) is or becomes publicly known through no act or omission of the End Customer; (b) is disclosed by ORamaVR on a non-confidential basis; (c) was known to the End Customer before receipt; or (d) is rightfully acquired from a third party without restriction. The confidentiality provisions of the Principal Agreement, where more specific, prevail.
This Agreement applies for the duration of the End Customer’s Subscription Period for the SIM Library or the relevant SIM. The End Customer’s and End Users’ entitlement to access SIMs is co-terminous with the Subscription Period under the Principal Agreement; on expiry or termination of that Subscription Period, access to SIMs ceases automatically.
ORamaVR may suspend access to any or all SIMs in the circumstances set out in Exhibit B §11.2, including where ORamaVR has reasonable grounds to believe that a SIM or JARIA is being used in breach of the patient-data prohibition. Suspension is governed by Exhibit B and does not constitute termination.
Termination of access to SIMs follows the termination provisions of the Principal Agreement and Exhibit B. ORamaVR may additionally cease providing a particular SIM in accordance with §3.4. On termination or expiry, the End Customer and its End Users shall cease all use of the affected SIMs.
Sections 1, 4.2, 4.3, 5, 6.2, 6.3, 7, 8, 9, 11, 12, 13, 14, and 16, together with any accrued payment obligations under the Principal Agreement, survive expiry or termination of this Agreement.
SIMs and the VTC Platform may incorporate third-party software components, which are subject to the additional terms identified in Schedule 1 (Third-Party Components). By using a SIM, the End Customer and its End Users also accept those additional terms to the extent applicable. ORamaVR does not warrant, indemnify, or otherwise accept liability for any third-party software. The Schedule 1 inventory reflects the current SIM runtime build and is updated from time to time.
This Agreement is governed by and construed in accordance with the internal law of Switzerland (excluding principles of conflict of laws and international treaties), without prejudice to any mandatory provisions of EU consumer-protection law, EU data-protection law, or the EU AI Act that apply by virtue of an EEA-established End Customer or End User. Any dispute, controversy, or claim arising out of or in relation to this Agreement, including its validity, invalidity, breach, or termination, shall be finally and exclusively settled by the courts of the Canton of Geneva, Switzerland, subject to a right of appeal to the Swiss Federal Supreme Court — save that, where the End Customer has itself signed a Principal Agreement with ORamaVR, the dispute-resolution clause of that agreement applies.
ORamaVR may amend this Agreement in accordance with the Standard-Form Document amendment mechanism in the Principal Agreement (the amendment clause of the applicable Principal Agreement or, for an End Customer that has signed none, Exhibit B §12). Material amendments require thirty (30) days’ prior notice; non-material amendments require ten (10) days’ prior notice. A re-acceptance click-through may be required at an End User’s next access to a SIM following a material amendment. Where an amendment is required to comply with applicable law, it may take effect on shorter notice as required by that law.
This Agreement, together with Exhibit B, the Acceptable Use Policy, the JARIA Terms of Use, the Privacy Policy, the Data Processing Agreement (where applicable), the SIM Library catalogue entry for each SIM, and the Principal Agreement, constitutes the entire agreement between the parties relating to the use of SIMs and supersedes all prior agreements and understandings on that subject matter.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be modified to the minimum extent necessary to make it valid. No failure or delay by ORamaVR in exercising any right constitutes a waiver of that right. The End Customer may not assign or transfer this Agreement 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, or to an affiliate, on written notice.
This Agreement is entered into in the English language. Any translation is provided for convenience only; the English version prevails in the event of any inconsistency.
Commercial components of the SIM runtime and VTC Platform and their software license agreements:
Open-source components of the SIM runtime, VTC Platform, and ORamaVR Cloud Services and their software license agreements:
The AI and speech services used by JARIA are ORamaVR sub-processors listed in the Sub-Processor Register (oramavr.com/legal/sub-processors); they are not software components licensed to you.
These Terms are accepted by the End Customer through its Principal Agreement and Exhibit B, and by each End User through click-through acceptance at first access to a SIM.