These VTC End Customer Terms (“Terms”) are the single, channel-switched End Customer terms for the VTC Platform. They are Exhibit B to, and form part of, the Principal Agreement — the agreement under which the End Customer obtained access to the VTC Platform, being (a) in the Partner Channel, the applicable channel agreement (including a Master Distribution Agreement), to which these Terms are attached as Exhibit B; and (b) in the Direct Channel, the Direct Master Subscription Agreement and, for an OEM partner’s own tenant, the OEM Master Agreement, each of which incorporates these Terms by reference (in each case, the “Principal Agreement”). These Terms govern the End Customer's access to and use of the VTC Platform in both channels; channel-specific provisions and matrix rows are expressly labeled by channel.
Where the End Customer has itself signed a Principal Agreement with ORamaVR (including the Direct Master Subscription Agreement, and the OEM Master Agreement for the OEM partner's own tenant), that agreement prevails over these Terms where they conflict and Sections 8.5, 9.3, 10 and 14.7 of these Terms do not apply to it; otherwise these Terms prevail on End Customer-facing matters. In the event of any conflict between these Terms and Exhibit A (Service Levels and platform feature descriptions), Exhibit A prevails on its subject matter. In the event of any conflict between these Terms and Exhibit C (data protection), Exhibit C prevails on data protection matters.
These Terms govern access to and use of the ORamaVR Virtual Training Center platform (the “VTC Platform” or “Platform”) provided by ORamaVR SA (“ORamaVR”, “Provider”, “we”, “us”, or “our”).
By clicking “I Accept”, by creating an account on the VTC Platform, or by otherwise accessing or using the Platform, the subscribing entity (“End Customer”, “Subscriber”, “You”, or “Your”) agrees to be bound by these Terms, which form a legally binding contract between ORamaVR and the End Customer. If You are using the Platform on behalf of a company or other legal entity, You represent that You have authority to bind such entity to these Terms.
These Terms apply to all End Customers accessing the VTC Platform, whether access was obtained: (a) directly from ORamaVR (the “Direct Channel”); or (b) through an Authorized Channel Partner that distributes VTC Platform, SIM Library and/or Partner SIM licenses to the End Customer pursuant to the Master Distribution Agreement (the “Partner Channel”).
Where access has been obtained through an Authorized Channel Partner (Partner Channel), the End Customer acknowledges that: (i) these Terms govern the relationship between ORamaVR and the End Customer with respect to VTC Platform access; (ii) the commercial terms of the End Customer's purchase (including pricing, payment, and invoicing) are governed by the End Customer's separate agreement with the Authorized Channel Partner; and (iii) ORamaVR is not a party to, and has no liability under, any agreement between the End Customer and the Authorized Channel Partner.
The matrix below summarizes how key elements vary by channel. The substantive clauses in these Terms apply uniformly to all channels except where a clause expressly distinguishes by channel.
| Element | Direct | Partner Channel |
|---|---|---|
| Licensing counterparty | ORamaVR licenses the End Customer. | ORamaVR licenses the VTC Platform (and any ORamaVR SIMs) to the End Customer under these Terms; the Authorized Channel Partner licenses any Partner SIMs it owns. |
| Invoicing counterparty and payment | ORamaVR invoices the End Customer; payment per the subscription order. | The Authorized Channel Partner is the Reseller of Record: it contracts with, invoices, and collects payment from the End Customer, and remits ORamaVR’s share under the Master Distribution Agreement. |
| Tier 1 support (device and routine account matters — §6.2) | ORamaVR. | Authorized Channel Partner. |
| Tier 2 support (platform-level — §6.3) | ORamaVR. | ORamaVR. |
| Renewal contact | ORamaVR. | The Authorized Channel Partner, as Reseller of Record. |
| Termination notice | 60 days. | 60 days. |
Where access is provided through an OEM partner's tenant under an OEM Master Agreement, the OEM partner is the End Customer for that tenant and its customers' personnel are its End Users; the OEM Master Agreement governs payment, support tiers and suspension for the OEM partner's non-payment, and the Partner Channel provisions of Section 5.3 and the parenthesis in Section 11.2(d) do not apply.
These Terms are accepted by the End Customer through the click-through mechanism presented at first access to the VTC Platform Org-Admin Portal. This SaaS click-through model applies across all VTC subscriptions in the default architecture, regardless of the End Customer's licensed CCU volume, save where the End Customer accepts these Terms by signing a Principal Agreement with ORamaVR.
For procurement-driven End Customers (typically large hospital systems and OEM channels), the End Customer's procurement function may require these Terms to be accepted in signed PDF form rather than by click-through. Where this is required on a deal-by-deal basis, ORamaVR will execute a counterpart copy of these Terms together with the End Customer's Order Form. Signed acceptance does not modify the substance of these Terms; it modifies only the mode of acceptance.
These Terms incorporate by reference the following ORamaVR Standard-Form Documents, each as amended from time to time in accordance with the Standard-Form Document Amendments mechanism in the Principal Agreement or, where the End Customer has signed none, Section 12: Exhibit A — VTC Platform Specifications and Service Levels; Exhibit C — Data Processing Agreement, including its annexes; the Billing Policy, which governs invoicing, late payment and the notice and cure period before any suspension for non-payment; the Acceptable Use Policy; the SIM Library End User License Agreement; the JARIA Terms of Use, governing use of JARIA (Just Another Remarkably Intelligent Assistant), ORamaVR's AI virtual assistant integrated into the VTC Platform; and the ORamaVR Privacy Policy.
Capitalized terms used in these Terms have the meanings set out below or, where defined elsewhere, in the relevant agreement under which the End Customer obtained access to the VTC Platform.
“Acceptable Use Policy” means the policy governing the permissible scope of use of the VTC Platform and applications, published by ORamaVR and incorporated into these Terms by reference.
“Application” means any XR software application made available through the VTC Platform, including SIM Library titles, Partner SIMs, and Custom Simulations.
“Authorized Channel Partner” means any reseller or distribution partner authorized by ORamaVR to market and distribute VTC Licenses to End Customers, under the Partner Channel.
“Client Tenant” means the separate organizational environment created within the VTC Platform for the End Customer, providing data isolation, branding, and independent license and user management.
“Concurrent User” or “CCU” means a single user account in an active session on the VTC Platform at one point in time. The maximum number of CCUs is determined by the End Customer's VTC License (the End Customer's licensed CCU count). CCU operates as a floating license: registered users are unlimited, and only concurrent active sessions are counted.
“Confidential Information” means any non-public information, whether oral, written, or visual, disclosed by one party to the other, identified as confidential or that reasonably should be understood to be confidential given its nature and circumstances of disclosure.
“DPA” means the Data Processing Agreement at Exhibit C governing the processing of personal data on the VTC Platform.
“End Customer” / “Subscriber” / “You” / “Your” means the individual or entity that has obtained a VTC License and is bound by these Terms.
“JARIA” means ORamaVR's AI virtual assistant integrated into the VTC Platform, expanded as “Just Another Remarkably Intelligent Assistant”, and governed by the JARIA Terms of Use.
“OMEN” means ORamaVR's generative AI co-pilot for authoring tasks, where made available.
“Org Admin” means the administrative user role within the VTC Platform with privileges to manage users, Sub-Tenants, licenses, and supervisors within the End Customer's Client Tenant.
“ORamaVR IP” means all Intellectual Property Rights in and to the VTC Platform, JARIA, OMEN, the SIM Library, all platform software, documentation, tools, libraries, and components, and any derivatives, enhancements, or modifications thereof.
“Partner SIM” means an XR simulation owned or co-owned by an Authorized Channel Partner and licensed to the End Customer separately from the VTC License, in accordance with the Partner's end customer license agreement.
“Publisher” means a third-party institution or entity that has entered into a SIM Library Publisher Agreement with ORamaVR, supplying the clinical content of one or more Publisher SIMs, or licensing one or more Publisher SIMs to ORamaVR, for distribution through the SIM Library.
“Publisher Agreement” means the SIM Library Publisher Agreement between ORamaVR and a Publisher, pursuant to which Publisher SIMs are made available for distribution through the SIM Library. The Authorized Channel Partner’s (and, where the End Customer obtains access through the Partner Channel, the End Customer's) rights in respect of Publisher SIMs are no broader than the sublicensing rights that ORamaVR holds under the applicable Publisher Agreement.
“Publisher SIM” means an XR simulation application included in the SIM Library whose clinical content is supplied by a Publisher under a Publisher Agreement, whether the simulation is owned by that Publisher or by ORamaVR. End Customer use of both Publisher SIMs and ORamaVR-Owned SIMs is governed by the SIM Library End User License Agreement, which uses the same term.
“Patient-Identifiable Data” means any data, in any form (including audio, video, image, text, biometric, or structured record), that identifies, or that could reasonably be used (alone or in combination with other reasonably accessible information) to identify, an individual patient, including direct identifiers (name, date of birth, address, contact details, government identifiers, medical record numbers, insurance numbers) and indirect identifiers that, in combination, would render an individual identifiable. Data that has been irreversibly anonymized in accordance with industry-standard anonymization techniques, or that has been pseudonymized with the key held exclusively outside the VTC Platform, is not Patient-Identifiable Data for the purposes of these Terms.
“Pro Trial” means the thirty (30) day evaluation regime described at §5.1(b).
“Service Levels” means the platform availability, support response, and related service commitments set out in Exhibit A.
“SIM Library” means the catalogue of XR training simulations made available by ORamaVR under the SIM Library End User License Agreement.
“Sub-Tenant” means a grouping within a Client Tenant used to organize End Customer users by department, campus, or other logical unit.
“Subscription Period” means the twelve (12) month period for which the VTC License is active.
“Supervisor” means a user role within a Sub-Tenant with delegated administrative permissions to manage learners and review submissions within the assigned group.
“VTC License” means the subscription license granting the End Customer the right to access and use the VTC Platform for a specified number of CCUs for a defined Subscription Period.
“VTC Platform” or “Virtual Training Center” means ORamaVR's XR training management platform, including all infrastructure, runtime, authentication, license management, learning management, analytics, multi-user capabilities, and the Org-Admin Portal, as further described in Exhibit A.
“XR” means Extended Reality, encompassing Virtual Reality (VR), Augmented Reality (AR), and Mixed Reality (MR) technologies.
The VTC Platform is described in detail in Exhibit A. This Section 3 summarizes the principal services for the End Customer's convenience; in the event of any inconsistency between this Section and Exhibit A, Exhibit A prevails on Service Levels and platform feature descriptions.
The VTC Platform provides centralised program management and deployment of XR training simulations, identity and access management with role-based access control, Concurrent User license enforcement, performance analytics, multi-user collaborative training, integration with JARIA and (where available) OMEN, and access to the application registry of SIM Library titles and Partner SIMs licensed to the End Customer.
End Customers with Org Admin access to the Portal may: (a) manage users (invite, remove, assign roles); (b) create and manage Sub-Tenants; (c) assign Supervisors; (d) distribute licenses from allocated CCU pools; (e) review submissions and track onboarding status; and (f) request additional application licenses from ORamaVR or the relevant Authorized Channel Partner.
Where the End Customer's Subscription includes JARIA, use of JARIA is governed by the JARIA Terms of Use, which the End Customer accepts on first invocation of JARIA. JARIA outputs are provided for training and informational purposes only and are not a substitute for professional medical advice, diagnosis, or treatment. ORamaVR makes no warranty as to the accuracy, completeness, or reliability of JARIA outputs and disclaims liability for actions taken in reliance on them, except as expressly provided in the JARIA Terms of Use.
Unless expressly stated otherwise, the Platform does not include: (a) hardware (XR headsets, computers, peripherals); (b) third-party software licenses beyond those expressly provided by ORamaVR; (c) on-site personnel deployment; (d) Application licenses (which are separate from the VTC License); or (e) device-level (Tier 1) support, which is provided by the channel set out in Section 6.
Subject to these Terms and payment of all applicable fees, ORamaVR grants the End Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the VTC Platform during the Subscription Period, solely for the End Customer's internal training purposes, and within the number of CCUs and User Licenses specified in the End Customer's subscription order.
(a) General restrictions. The End Customer shall not, and shall not permit any third party to: use the Platform for any unlawful purpose or in violation of any applicable law or regulation; reproduce, sell, resell, or exploit any portion of the Platform without ORamaVR's prior written consent; decompile, disassemble, reverse engineer, or attempt to derive the source code of the Platform or any component; modify, adapt, alter, translate, or create derivative works of the Platform; remove, alter, or obscure any copyright, trademark, or other proprietary rights notices; exceed the number of CCUs or User Licenses specified in the subscription order, or share login credentials across multiple physical individuals simultaneously; upload or transmit viruses, malicious code, or content that could affect the functionality or security of the Platform; interfere with or circumvent the security features of the Platform, or attempt to access other End Customers' Client Tenants or data; or upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or that infringes any third party's rights.
(b) Patient-data prohibition. The End Customer shall not upload, post, transmit, or otherwise process Patient-Identifiable Data on, in, or through the VTC Platform under any Subscription. The VTC Platform is a training environment and is not designed, intended, or authorized for the processing of clinical or patient-identifiable health data. The categories of personal data permitted on the Platform are those identified in §8.2 and in Exhibit C §3.2; Patient-Identifiable Data falls outside those categories and is prohibited.
(c) Educational discount. Any Educational pricing is a discretionary, eligibility-based discount offered at ORamaVR’s discretion to accredited academic institutions for non-commercial teaching and research, eligibility is managed operationally.
The End Customer shall comply with the Acceptable Use Policy at all times. Material violation of the Acceptable Use Policy may result in suspension or termination of Platform access in accordance with Section 11.
(a) Anonymization / pseudonymization warranty. The End Customer warrants and represents that any clinical data uploaded to or processed through the VTC Platform has been irreversibly anonymized, or has been pseudonymized with the key held exclusively outside the VTC Platform and not made available to ORamaVR or its Sub-processors. The End Customer is responsible for the implementation, adequacy, and ongoing maintenance of its anonymization and pseudonymization processes. This warranty is a continuing warranty and applies to each upload, transmission, or processing operation initiated by or on behalf of the End Customer. This warranty survives termination of these Terms in respect of the period during which the End Customer used the Platform.
The End Customer is responsible for: (a) maintaining the confidentiality of all user accounts, passwords, and access credentials; (b) all activities conducted under its user accounts; (c) assigning user accounts to specific physical individuals within its organization; (d) downloading offline analytics and user data before any reassignment or de-provisioning; (e) resetting or purging all user data associated with a user account prior to reassigning it to another individual; and (f) promptly notifying ORamaVR of any unauthorized use of its accounts or any other security incident.
(a) Subscription Period. The VTC License is active for a Subscription Period of twelve (12) months from activation.
(b) 30-day Pro Trial. ORamaVR may, at its discretion, offer eligible End Customers in the Direct Channel a thirty (30) day evaluation period for a VTC subscription (the “Pro Trial”), on the terms set out in this §5.1(b). The Pro Trial: (i) Functionality — provides full VTC Platform functionality during the trial period, subject to the carve-outs in (vi); (ii) Auto-conversion — auto-converts at the end of the thirty (30) day period to a paid VTC subscription at the then-current List Prices in the Schedule of ORamaVR Products, billed against the payment method on file, unless the End Customer cancels before the end of the trial period; (iii) Payment method on file — requires a valid payment method to be registered at trial sign-up; (iv) Pre-conversion reminder — ORamaVR shall send a reminder no later than seven (7) calendar days before trial expiry, identifying the auto-conversion date, the price, and the cancellation channel; cancellation is effective on receipt by ORamaVR before trial expiry; (v) Termination by ORamaVR — ORamaVR may terminate the Pro Trial at any time and for any reason upon written notice, including where ORamaVR has reasonable suspicion of misuse, abuse of trial mechanics, or breach of these Terms or the Acceptable Use Policy; (vi) Trial carve-outs — notwithstanding any other provision of these Terms, during the Pro Trial: (A) no Service Levels apply (Exhibit A is suspended); (B) no warranty is given in relation to the Pro Trial functionality; and (C) the limitation of liability in §9.3 applies, and any aggregate liability of ORamaVR in connection with the Pro Trial shall not exceed any fees actually paid in respect of the Pro Trial; (vii) Documents — the Pro Trial is subject to these Terms, the Acceptable Use Policy, the JARIA Terms of Use (where JARIA functionality is offered), and the Privacy Policy. The carve-outs in (vi) prevail over the corresponding provisions in those documents in respect of the Pro Trial period only.
Unless the End Customer opts out as set out below, the VTC License renews automatically at the end of each Subscription Period for a further period equal to the initial Subscription Period (a “Renewal Period”) at the then-current List Prices in the Schedule of ORamaVR Products. The End Customer may opt out of automatic renewal by giving written notice to the counterparty identified in Section 1.2 at least sixty (60) days before the end of the then-current Subscription Period, in accordance with the renewal provisions of the Principal Agreement. In the Partner Channel, renewal and opt-out follow the End Customer’s agreement with the Authorized Channel Partner.
VTC is licensed and priced per CCU; the per-CCU volume bands in the Schedule of ORamaVR Products are List Prices by volume, not customer-facing packages — the End Customer licenses the exact number of CCUs it requires at the applicable per-CCU rate. Any Educational discount is a discretionary, eligibility-based pricing arrangement and is not a separate tier or contracting channel.
Direct Channel: payment terms are as specified in the End Customer's subscription order with ORamaVR. All fees are due in advance and payable upon subscription. Late payments are subject to interest at one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is lower, in line with the Principal Agreement where applicable. ORamaVR may suspend Platform access for non-payment only after the notice and cure period in the ORamaVR Billing Policy, and restores it when payment is made.
Partner Channel: the commercial terms (pricing, payment, and invoicing) are governed by the End Customer's separate agreement with the Authorized Channel Partner, to whom the End Customer pays the applicable fees and who remits the amounts due to ORamaVR. If the Authorized Channel Partner fails to remit fees to ORamaVR, ORamaVR may stop new capacity and new activations through that Authorized Channel Partner, but it does not suspend or terminate the End Customer’s active licences for that reason.
The VTC License price for the initial Subscription Period is locked upon subscription. ORamaVR may adjust pricing for subsequent Subscription Periods upon at least ninety (90) days' prior written notice to the End Customer (or, in the Partner Channel, to the Authorized Channel Partner, who shall promptly notify the End Customer), in line with the applicable pricing Schedule and the Principal Agreement. In the Partner Channel, this Section applies to the List Price, and the price payable by the End Customer is set by the Authorized Channel Partner under Section 1.2.
Service Levels for the VTC Platform, including platform availability targets, scheduled maintenance windows, and Tier 2 support response targets, are set out in Exhibit A. In the event of any inconsistency between these Terms and Exhibit A on Service Levels, Exhibit A prevails.
Tier 1 support covers device-level and routine account matters, including device setup and configuration, application sideloading, first-run guidance, headset usage, basic connectivity, and routine account handling such as password resets, user provisioning and licence assignment through the Org-Admin Portal: Direct Channel — Tier 1 support is provided by ORamaVR, on the terms set out in the End Customer’s subscription order; Partner Channel — Tier 1 support is provided by the Authorized Channel Partner, consistent with the Org-Admin Portal functions described in Section 5.6 of Exhibit C.
Tier 2 support covers platform-level matters including defects in authentication or access control, platform defects, IT integration, platform updates, and licence or billing discrepancies. Tier 2 support is provided exclusively by ORamaVR in all channels, in accordance with the response targets in Exhibit A. Routine account handling is Tier 1 under Section 6.2 and is not a Tier 2 matter.
End Customers in the Partner Channel should direct initial support requests to their Authorized Channel Partner, which will escalate platform-level issues to ORamaVR as necessary. End Customers in the Direct Channel may contact ORamaVR support directly.
ORamaVR retains full and exclusive ownership of all Intellectual Property Rights in and to the ORamaVR IP, including the VTC Platform, JARIA, OMEN, the SIM Library, all platform software, documentation, tools, libraries, and components, and any derivatives, enhancements, modifications, or developments thereof. Nothing in these Terms grants the End Customer any ownership interest in the ORamaVR IP.
Applications made available through the VTC Platform by Authorized Channel Partners or other third parties remain the intellectual property of their respective owners. ORamaVR is not responsible for the content, functionality, or performance of such third-party Applications, which are governed by their own end user license agreements presented to the End Customer at first run.
Where an Application made available through the VTC Platform is a Publisher SIM: (a) IP ownership — the Publisher’s clinical content in the Publisher SIM and, where the Publisher owns it, the Publisher SIM itself remain the intellectual property of the relevant Publisher; ORamaVR distributes Publisher SIMs to End Customers under the rights granted to ORamaVR by each Publisher under the applicable Publisher Agreement; the End Customer's right to use a Publisher SIM is governed by the SIM Library End User License Agreement and is no broader than the rights ORamaVR holds under that Publisher Agreement; (b) Attribution — Publisher attribution is displayed in the SIM Library catalogue entry for each Publisher SIM; the End Customer shall not remove, modify, or obscure any Publisher attribution displayed in the SIM Library catalogue, in any End Customer-facing documentation provided by ORamaVR, or in any training materials incorporating or referencing a Publisher SIM; (c) ORamaVR's liability scope — ORamaVR is not responsible for, and makes no warranty as to, the clinical content, accuracy, completeness, or fitness for purpose of a Publisher SIM as authored by the Publisher; ORamaVR's warranty obligations under these Terms and Exhibit A extend to platform performance and service levels and do not extend to the underlying clinical content of Publisher SIMs; any claim by the End Customer arising from the clinical content of a Publisher SIM (as distinct from JARIA outputs overlaid on that SIM, which are ORamaVR's responsibility under §9.3A) must be directed to ORamaVR, which will seek recourse from the Publisher under the applicable Publisher Agreement; (d) Removal from catalogue — Publisher SIMs may be removed from the SIM Library catalogue in accordance with ORamaVR's rights under the applicable Publisher Agreement; where removed, existing End Customer licenses remain in force for the remainder of their then-current Subscription Period.
The End Customer retains all rights in its own data uploaded to or generated through the Platform (excluding ORamaVR's proprietary analytics and platform metadata). ORamaVR is granted a limited license to use End Customer data solely for the purpose of providing and maintaining the Platform services, in accordance with Exhibit C. The End Customer's anonymization and pseudonymization warranty in §4.3(a) applies to all such data.
If the End Customer submits questions, comments, suggestions, ideas, or other feedback about ORamaVR or the Platform (“Feedback”), such Feedback is non-confidential and ORamaVR is entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation.
ORamaVR acts as independent controller only for the purposes listed in Exhibit C §1.2 (accounts and contracts, billing, security of its services, service data and aggregated statistics), on the legal bases set out in the Privacy Policy. Where ORamaVR processes End Customer personal data on behalf of the End Customer (for example, performance analytics processed for the End Customer's reporting purposes), ORamaVR acts as Data Processor under Exhibit C.
ORamaVR collects through the VTC Platform: (a) email address; (b) username; (c) encrypted password (bcrypt or equivalent); (d) first name and last name; (e) Client Tenant association; (f) role assignment (Org Admin, Supervisor, or Trainee); and (g) session and usage data, processed for the End Customer under Exhibit C. For the avoidance of doubt and consistent with §4.2(b), the categories above do not include Patient-Identifiable Data; the End Customer warrants under §4.3(a) that any clinical data uploaded has been anonymized or pseudonymized.
Processing of personal data is carried out in accordance with the Privacy Policy and the DPA, and in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679) and the Swiss Federal Act on Data Protection. For personal data that ORamaVR processes for the End Customer under the DPA, the End Customer is the controller and handles requests from its users; ORamaVR forwards any request it receives (DPA §5.7). For data that ORamaVR processes for its own purposes, requests go to support@oramavr.com as described in the Privacy Policy.
Personal data is retained for the duration of the Subscription Period and for such additional period as required by applicable law or contractual obligation. Upon termination, ORamaVR shall make the End Customer's data available for download for thirty (30) days, after which ORamaVR deletes it within ninety (90) days of termination, in accordance with DPA §9. If ORamaVR undergoes a change of control or discontinues the VTC Platform, the End Customer’s then-current subscriptions shall be honored to the end of their paid Subscription Period, and this data-export right shall apply on the same basis.
Each party shall maintain the strict confidentiality of all Confidential Information disclosed by the other party. Neither party shall use the other's Confidential Information for any purpose other than as necessary to perform its obligations under these Terms. This obligation survives termination for five (5) years.
THE VTC PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ORAMAVR DOES NOT WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THIS SECTION 9.1 DOES NOT EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER MANDATORY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORAMAVR, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, OR BUSINESS INTERRUPTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
ORAMAVR'S TOTAL AGGREGATE LIABILITY TO THE END CUSTOMER ARISING OUT OF OR RELATING TO THESE TERMS AND THE END CUSTOMER'S USE OF THE VTC PLATFORM SHALL NOT EXCEED THE TOTAL VTC LICENSE FEES PAID BY OR ON BEHALF OF THE END CUSTOMER TO ORAMAVR (WHETHER DIRECTLY OR THROUGH AN AUTHORIZED CHANNEL PARTNER) IN RESPECT OF THE END CUSTOMER'S USE OF THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
For the avoidance of doubt: this Section 9.3 sets the liability ceiling between ORamaVR and the End Customer only. Liability between ORamaVR and any Authorized Channel Partner is governed by the relevant Master Distribution Agreement (the limitation-of-liability section thereof in each case), which sets its own ceiling between those parties. Each ceiling operates independently and applies only to the relationship to which it relates.
The End Customer acknowledges that JARIA is an ORamaVR-owned AI overlay layer integrated with the VTC Platform and, where applicable, with SIM Library applications (including Publisher SIMs). The following applies as between ORamaVR and the End Customer: (a) ORamaVR's sole responsibility — JARIA's assessment algorithms, scoring models, feedback generation, and AI outputs are solely ORamaVR's responsibility; the End Customer shall have no claim against any Publisher, any Authorized Channel Partner (including any reseller or distribution partner), or any third party in respect of (i) the accuracy or reliability of any JARIA AI output, (ii) any reliance placed on a JARIA AI output in a clinical or training context, or (iii) any inaccuracy in a JARIA AI output that misrepresents the underlying SIM content; (b) Aggregated cap — no AI-specific sub-cap — any liability of ORamaVR to the End Customer arising from or in connection with JARIA is included in, and subject to, the aggregate liability cap in §9.3 (or, where §9.3 does not apply, the cap in the signed Principal Agreement) on an aggregated basis with all other ORamaVR liability under these Terms; no separate or additional liability cap applies to JARIA-specific claims, consistent with the JARIA Terms of Use and the Principal Agreement; (c) Complaint escalation — where the End Customer raises a complaint or claim relating to JARIA AI outputs, the End Customer shall notify ORamaVR in accordance with §14.6, and where access was obtained through an Authorized Channel Partner, the End Customer should also notify its channel partner, who will escalate to ORamaVR; ORamaVR shall handle the substantive response; (d) No clinical reliance — nothing in this §9.3A modifies the exclusion in §3.3; JARIA outputs are not a substitute for professional medical advice, diagnosis, or treatment, and the End Customer is responsible for ensuring that its End Users apply appropriate professional judgment before relying on any JARIA output.
ORamaVR shall have no liability for the content, functionality, performance, or suitability of third-party Applications, which are governed by their own end user license agreements.
ORamaVR shall not be liable for damages or losses resulting from: (a) the End Customer's failure to comply with these Terms, the Acceptable Use Policy, or the SIM Library EULA; (b) unauthorized access to or use of the End Customer's accounts, except to the extent caused by ORamaVR's gross negligence or willful misconduct; (c) force majeure events under Section 14.1; (d) third-party software, hardware, or internet connectivity not controlled by ORamaVR; (e) the End Customer's failure to meet the system requirements set out in Exhibit A; (f) suspension of access for non-payment by the End Customer made in accordance with §5.3 and the Billing Policy; or (g) any breach by the End Customer of the patient-data prohibition in §4.2(b) or the anonymization / pseudonymization warranty in §4.3(a).
The End Customer acknowledges that the VTC Platform is designed for use with Extended Reality (XR) hardware, including Virtual Reality (VR) headsets, and that XR/VR experiences may pose risks including, without limitation, motion sickness, disorientation, eye strain, and, in rare cases, risk of physical injury from falls or collisions with physical surroundings while wearing a headset. The End Customer is solely responsible for ensuring: (a) that End Users are briefed on the physical risks of XR/VR use before commencing any session; (b) that End Users use XR/VR hardware in a safe, clear physical environment; and (c) that any End User who experiences adverse physical or health effects during an XR/VR session ceases use immediately and seeks appropriate assistance. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORAMAVR SHALL NOT BE LIABLE FOR ANY PROPERTY DAMAGE ARISING OUT OF OR RELATED TO AN END USER'S USE OF XR/VR HARDWARE IN CONNECTION WITH THE VTC PLATFORM OR ANY APPLICATION, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY ORAMAVR'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT. This §9.5A operates within, and does not increase, the aggregate liability cap in §9.3 (or, where §9.3 does not apply, the cap in the signed Principal Agreement).
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for unlawful intent or gross negligence, for fraud, or any other liability that cannot be limited or excluded under applicable law.
The End Customer shall indemnify, defend, and hold harmless ORamaVR and its officers, directors, employees, agents, and affiliates from any claim or demand, including reasonable attorneys' fees, arising out of: (a) the End Customer's breach of these Terms; (b) the End Customer's violation of any applicable law or the rights of a third party; (c) the End Customer's use of the Platform in violation of these Terms or the Acceptable Use Policy; (d) any content uploaded by the End Customer that infringes third-party rights; or (e) any breach by the End Customer of the patient-data prohibition in §4.2(b) or the anonymization / pseudonymization warranty in §4.3(a).
ORamaVR shall defend the End Customer against any claim by a third party that the End Customer's use of the VTC Platform in accordance with these Terms infringes any patent, copyright, or trademark of such third party, and shall indemnify the End Customer for amounts finally awarded, provided the End Customer: (a) promptly gives ORamaVR written notice of the claim; (b) gives ORamaVR sole control of the defence and settlement; and (c) provides reasonable assistance. ORamaVR has no obligation under this Section 10.2 to the extent the claim arises from (i) modification of the Platform by anyone other than ORamaVR; (ii) combination of the Platform with software, hardware, or data not provided by ORamaVR; or (iii) use of the Platform other than in accordance with these Terms.
These Terms are effective from the date the End Customer first accesses the VTC Platform and remain in effect for the duration of the End Customer's Subscription Period, including any Renewal Period.
ORamaVR may suspend or terminate the End Customer's VTC Platform access immediately upon written notice if: (a) the End Customer breaches any material term of these Terms and fails to cure such breach within thirty (30) days of written notice; (b) the End Customer materially violates the Acceptable Use Policy; (c) the End Customer engages in activity that could harm the security or integrity of the Platform; (d) VTC License fees payable by the End Customer to ORamaVR remain unpaid after the notice and cure period in the Billing Policy (non-remittance by an Authorized Channel Partner is not a ground); (e) a court order, legal requirement, or governmental directive requires suspension; or (f) continued access poses a security or integrity risk to the Platform or to other End Customers.
(g) Patient-data suspension procedure. Without prejudice to any other right of suspension or termination in this §11.2, where ORamaVR has reasonable suspicion that the End Customer is in breach of the patient-data prohibition in §4.2(b) or the anonymization / pseudonymization warranty in §4.3(a): (i) ORamaVR shall give the End Customer written notice describing, with reasonable particularity, the basis for the suspicion and requesting written confirmation that the End Customer has investigated, identified the affected data, and remediated; (ii) the End Customer shall provide written confirmation of remediation within five (5) business days of receipt of the notice, or within that window notify ORamaVR of the steps taken to date, the additional time reasonably required, and the interim measures applied to prevent further uploads of the suspect category, which ORamaVR shall consider in good faith; (iii) if the End Customer does not provide written confirmation of remediation (or a compliant request for additional time) within the five (5) business day window, ORamaVR may suspend the End Customer's access pending remediation, and such suspension does not relieve the End Customer of its payment obligations under §5.3; (iv) the End Customer's warranty in §4.3(a) and the prohibition in §4.2(b) survive termination of these Terms in respect of the period during which the End Customer used the Platform.
End-Customer Performance Data — including session logs, competency scores, assessment outcomes, and usage telemetry generated by End Users during use of the VTC Platform or any SIM Library application — is processed by ORamaVR as Processor on behalf of the End Customer in accordance with the DPA (Exhibit C). The following access restrictions apply: (a) Authorized Channel Partner access — where the End Customer has obtained access through the Partner Channel, the Authorized Channel Partner has no access to identifiable End-Customer Performance Data except where (i) the End Customer expressly authorizes such access in writing or through the Org Admin Portal, or (ii) such access is strictly necessary to perform the Authorized Channel Partner’s Tier 1 Support obligations, in which case access is limited to the relevant End Customer's tenant; the Authorized Channel Partner acts as an independent controller in respect of its own account administration, and any such access is otherwise governed by the DPA (Exhibit C); (b) End Customer control — the End Customer controls access to its identifiable End-Customer Performance Data within its Client Tenant and may grant or revoke access through the administrative controls described in §3.2.
Anonymized, aggregated analytics derived from End-Customer Performance Data may be used by ORamaVR for the following purposes, in accordance with the Privacy Policy and applicable data protection law: (a) Platform improvement and AI model fine-tuning — ORamaVR may use anonymized, aggregated analytics for improving VTC Platform functionality and internal benchmarking; any use of End-Customer-derived data to fine-tune or train JARIA models occurs only through the express opt-in consent path in the JARIA Terms of Use (§5.3), and by default End Customer data is not used to train or fine-tune AI models; (b) Publisher reporting — where the End Customer uses Publisher SIMs, ORamaVR may include anonymized, aggregated analytics relating to those SIMs in usage reports to the relevant Publisher, in accordance with the applicable Publisher Agreement, provided such analytics shall not identify any individual End User or any End Customer organization without that End Customer's prior written consent; (c) Non-identifying constraint — analytics shared under this §11.3A shall not include personal data or any data that, alone or in combination with other reasonably available information, would identify an individual End User or End Customer organization, and where ORamaVR aggregates data across multiple End Customers for benchmarking purposes, the aggregate set shall contain data from a minimum of five distinct End Customer organizations before external sharing.
The End Customer may terminate the VTC License by providing written notice in accordance with Section 5.2. Refund terms (if any) are governed by the End Customer's subscription order or by the End Customer's separate agreement with the relevant Authorized Channel Partner.
On termination or expiry of the VTC License: (a) all rights and licenses granted to the End Customer under these Terms cease; (b) the End Customer shall cease all use of the Platform; (c) ORamaVR shall make the End Customer's data available for download for thirty (30) days, after which ORamaVR may delete such data in accordance with the DPA; (d) all obligations and liabilities accrued prior to termination survive; and (e) access to any Applications operating on the VTC Platform is disabled.
Sections 4.2(b), 4.3(a), 7 (Intellectual Property), 8.5 (Confidentiality), 9 (Disclaimers and Limitation of Liability), 10 (Indemnification), 11.3, 11.3A, 13 (Governing Law and Dispute Resolution), and 14 (General Provisions) survive termination of these Terms.
ORamaVR may modify these Terms by publishing the amended Terms and notifying the Org Admin (30 days for a material amendment, 10 days otherwise); where the End Customer has itself signed a Principal Agreement with ORamaVR, its amendment clause applies.
These Terms are governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws principles, and without prejudice to any mandatory provisions of EU consumer protection law that apply by virtue of an EEA-established End Customer.
Any dispute arising out of or in connection with these Terms shall be finally settled by the courts of the Canton of Geneva, Switzerland; save that, where the End Customer has itself signed a Principal Agreement with ORamaVR, the dispute-resolution clause of that agreement applies.
To the maximum extent permitted by applicable law, the End Customer waives any right to bring or participate in any class action, collective action, or representative action against ORamaVR.
Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) caused by acts beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials.
The End Customer shall not assign or transfer these Terms or any rights hereunder without ORamaVR's prior written consent. ORamaVR may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
These Terms, together with the Principal Agreement, the documents incorporated by reference in §1.4, and any Order Form, constitute the entire agreement between the parties with respect to the VTC Platform and supersede all prior agreements and understandings on that subject matter.
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
All notices under these Terms shall be in writing and shall be sent to the addresses set out in the Principal Agreement or in the End Customer's subscription order or, failing those, the Org Admin's registered email.
Any claim arising out of or relating to these Terms must be filed within one (1) year of the date the claim arose, except where a longer period is required by mandatory applicable law.
These Terms are entered into in the English language. Any translation is provided for convenience only; the English version prevails in the event of any inconsistency.