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OMS SERVICES

END USER LICENCE AGREEMENT

AUGUST 2024


PLEASE READ THIS DOCUMENT CAREFULLY

READING AND INTERPRETING THIS AGREEMENT

This End User Licence Agreement , or  "EULA" , has been drafted to be clear and easy to read. However, should You have any questions on what any part of it means, please get in touch with us at [email protected] . Throughout this EULA, certain capitalised words and phrases have specific defined meanings. A list of these defined terms and their meanings can be found at the end of the EULA, in Section 18. 

Certain Sections of this EULA will apply to Administrators only, or to Users only. These Sections are clearly marked as  "ADMINISTRATOR ONLY"  or  "USER ONLY"  You should check Section 18 carefully, to confirm whether You are a User or an Administrator.

All other Sections of the EULA will apply to You in all aspects, whether You are an Administrator or a User.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

We,  "OMS" , are Oxford Medical Simulation Limited, a limited company registered in England. Our registered address is 201 Borough High Street, London SE1 1JA, UK, and Our company registration number is 10587122. We also own and operate our US affiliate company, Oxford Medical Simulation, Inc. However, Your agreement under this EULA is with OMS, as OMS is the owner of the Software, and will be providing at least some of the Services to You.

You, the individual person downloading and using the OMS Software and Services, are being granted a personal licence to use the OMS Services under this EULA because You are either an Administrator, or a User, of the organisation who has arranged for You to be granted access to use the OMS Software and Services (referred to in this EULA as the  "Institution" ). The Institution has signed a Licence Agreement with OMS, under which the Institution may distribute a limited number of copies of the Software to its Administrators and Users. By providing You with a copy of the Software, and requesting that we provide you access to the OMS Services, the Institution has agreed that We will provide You with the OMS Services under the Licence Agreement.

In return for Our providing you with the OMS Services, You must agree to comply with the terms and conditions of this EULA. You do not have to agree to this EULA, but if You do not agree, You will not be able to use the OMS Services.

BY CLICKING ON THE  "ACCEPT"  BUTTON OR CHECKBOX PRESENTED WITH THIS AGREEMENT, OR BY DOWNLOADING AND USING THE OMS SOFTWARE AND SERVICES, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THIS EULA.

YOU SHOULD DOWNLOAD AND KEEP A COPY OF THIS EULA FOR YOUR REFERENCE (THE EULA CAN BE DOWNLOADED HERE: https://www2.oms-app.com/pages/terms_and_conditions )

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, AND DO NOT WISH TO BE LEGALLY BOUND BY THEM, YOU WILL NOT BE PERMITTED TO USE THE OMS SOFTWARE OR SERVICES, AND YOU SHOULD IMMEDIATELY DELETE ALL COPIES OF THE SOFTWARE, AND ANY LOGIN INFORMATION SUPPLIED TO YOU BY OMS OR THE INSTITUTION.


TERMS AND CONDITIONS OF THE EULA

  1. YOUR LICENCE
    1. You are granted, subject to Your compliance with the terms of this EULA, a licence for the duration of the Term to use:
      • the Software;
      • the Platform Services; and
      • the Documentation,
      which together form the OMS Services.
  2. YOUR PRIVACY
    1. Under applicable data protection legislation, such as the UK GDPR and the CCPA, We are required to provide You with certain information about our processing of your Personal Data. This information is provided in the OMS Global Privacy and Biometric Notice, available at https://oxfordmedicalsimulation.com/privacy/ . You should read and review this information carefully. By agreeing to the terms of this EULA, you are also confirming that you have read, understood and consent to OMS processing Your Personal Data in accordance with the OMS Global Privacy and Biometric Notice.
    2. Please be aware that internet transmissions are never completely private or secure and that any message or information You send using the OMS Services or any part of them may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

      ADMINISTRATOR ONLY : Where You provide access to the OMS Services to any User or Employee of the Institution, You acknowledge, and agree to notify all such Users and Employees, that any of their Personal Data which is entered into the OMS Services will be processed in accordance with our Global Privacy and Biometric Notice, and the Licence Agreement .
  3. ACCESS TO THE OMS Services
    1. When accessing the OMS Services for the first time, You will be prompted to create Login Details. You must treat Your Login Details as confidential, and You must not disclose them to any third party, including (but not limited to) any other Employee or User.
    2. USER ONLY: You are not permitted to allow access to, or use of, the OMS Services (whether on Your OS or any other system) to any third party, including (but not limited to) any Employee or User.
    3. ADMINISTRATOR ONLY: You may provide access to the OMS Services to Employees and Users on Your OS through Your copy of the OMS Software, and using Your Login Details, for Institutional Purposes only. You are not permitted to allow access to or use of the OMS Services (whether on Your OS or any other system) to any other third party.
  4. USE OF EQUIPMENT
    1. Before using the OMS Services with any Equipment, You must read and comply with all instructions, warnings, health and safety information, and any other guidance, accompanying such Equipment.
  5. MINIMUM SPECIFICATION
    1. The OMS Services have been designed to operate on operating systems which meet the Minimum Specification. The OMS Services may not perform correctly on operating systems or hardware which do not conform to the Minimum Specification. OMS is not responsible for any installation, monitoring, maintenance or upgrading of any part Your OS.
    2. You are responsible for all internet service provider fees, telecommunication and any other charges that may apply to Your use of the OMS Services.
    3. OMS cannot be held responsible for any interruption to or limitation on Your use of the OMS Services resulting from any problems or service limitations which arise in relation to Your internet service provider or Your Institution.
  6. OMS SUPPORT, AND HOW WE WILL CONTACT YOU.
    1. Our provision of any support to You in respect of the OMS Services is subject to the terms of the Licence Agreement.If You have any problems running orusing any ofthe OMS Services, please follow the guidance of your Institution.
    2. ADMINISTRATOR ONLY:  If You require any support, please refer to and use the support procedure set out in the Licence Agreement. Support will be provided to You in accordance with the Licence Agreement.
    3. USER ONLY:  If You require any support, please contact Your Institution.
    4. We also provide access to an online helpdesk.
    5. If We have to contact You about Our provision, or Your use of, the OMS Services, We will do so by email using the contact details You have provided as part of Your Login Details. If this email address changes, You must inform Us as soon as possible.
  7. YOUR USE THE OMS SERVICES
    1. In return for Your agreeing to comply with the terms of this EULA, You may, during the Term:
      • install a copy of the Software on Your OS;
      • access the OMS Services using Your Login Details;
      • use the OMS Services for Your own personal use as authorised by your Institution;
      • ADMINISTRATOR ONLY:  allow other Employees and Users to use the OMS Services for the Institutional Purposes only;
      • ADMINISTRATOR ONLY:  make a single copy of the Software and Documentation for the purpose of backup or security;
      • use any Documentation to support Your permitted use of the OMS Services; and
      • receive and use any Updates to the OMS Services as We may provide to You from time to time.
  8. THINGS YOU MUST NOT DO WITH THE OMS SERVICES
    1. You must not, and must not permit any other person to:
      • except as expressly permitted in this EULA, rent, lease, sub-license, loan, provide, or otherwise make available any part of the OMS Services in any form, in whole or in part, to any person, without Our prior written consent;
      • copy the OMS Services, or any part of them, except as part of the normal use of the OMS Services, or where You are expressly permitted to do so in this EULA;
      • translate, merge, adapt, vary, alter or modify, the whole or any part of the OMS Services, nor permit the Software or the Platform Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the OMS Services as permitted in this EULA;
      • disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the OMS Services nor attempt to do any such things.
      • use the OMS Services or any part of them in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously (for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into any of the OMS Services or any operating system);
      • infringe the OMS IPR or the Intellectual Property Rights of any third party through Your use of the OMS Services;
      • transmit any material that is defamatory, offensive, or otherwise objectionable, through or in relation to Your use of the OMS Services;
      • use the OMS Services or any part of them in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; or
      • collect or harvest any information or data from the OMS Services or Our systems, or attempt to decipher any transmissions to or from the servers running any of the OMS Services.
  9. INTELLECTUAL PROPERTY RIGHTS
    1. All Intellectual Property Rights in the OMS IPR throughout the world belong to OMS or Our licensors, and no transfer of any Intellectual Property Rights to You is provided for under this EULA. The rights in the OMS IPR are licensed (not sold) to You under, and subject, to the Licence Agreement and this EULA. You have no intellectual property rights in, or to, the OMS IPR other than the right to use them in accordance with this EULA.
    2. You acknowledge and agree that You will not acquire any type of ownership in relation to the OMS IPR other than the licences granted to You under Section 1.
    3. ADMINISTRATOR ONLY : The ownership of any Intellectual Property Rights incorporated into scenarios, or otherwise created, during your use of OMS Create are governed by the Licence Agreement.
  10. CHANGES TO THESE TERMS
    1. We may need to change the terms of this EULA, to reflect changes in law or best practice, or to deal with additional features of the OMS Services which We introduce.
    2. We will give You notice of any change by notifying You of a change when You next start the OMS Services.
    3. If You do not accept the notified changes then You will be unable to continue using the OMS Services, and Your access to them will be terminated.
  11. UPDATES AND CHANGES TO THE OMS SERVICES
    1. From time to time, We may automatically Update parts of the OMS Services to improve performance, enhance functionality, reflect changes to the operating system, or to address security issues. Alternatively, We may ask You to Update the Software for these reasons.
    2. You do not have to install any of these Updates, but if You choose not to install any Updates, or if You opt out of automatic Updates, You may not be able to continue using the OMS Services, or You may lose some functionality. We accept no liability for any partial or total loss of use of the OMS Services resulting from any failure by You to install any Update.
  12. WE MAY COLLECT TECHNICAL DATA ABOUT YOUR DEVICE AND MONITOR YOUR USAGE
    1. By using the OMS Services, You agree to Us collecting and analysing data and other information relating to the provision, use and performance of various aspects of the OMS Services and related systems and technologies (including, without limitation, information concerning Service Data and data derived therefrom). OMS will be free both during the Term and afterwards to (i) use that information and data solely to improve and enhance the OMS Services, and for other development, diagnostic and corrective purposes in connection with the OMS Services and other OMS offerings, and (ii) disclose that data solely in a de-identified and anonymised form in connection with Our business.
    2. We may monitor Your usage of the OMS Services to ensure appropriate use and compliance with this EULA.
    3. Any use of Your Personal Data in the manner described in Sections 12.1 and 12.2 will be in accordance with the OMS Global Privacy and Biometric Notice.
  13. WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES WE MAY LINK TO
    1. The OMS Services,and any other service or website provided by OMS, may contain links to other independent websites which are not operated by Us. Such independent sites are not under Our control, and We are not liable for, and give no warranty or guarantee of any sort, that We have checked, screened or approved their content or their privacy policies in any way.
    2. You will need to make Your own independent judgement about whether to use any such third party sites, including whether to buy any products or services offered by them.
  14. OUR LIABILITY
    1. We do not exclude or limit in any way our liability to You under this EULA where it would be unlawful to do so. This includes Our liability for:
      • death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors; or
      • fraud or fraudulent misrepresentation.
    2. ADMINISTRATOR ONLY : SUBJECT TO SECTION 14.1, OUR LIABILITY TO YOU IS LIMITED IN ACCORDANCE WITH THE LICENCE AGREEMENT.
    3. SUBJECT TO SECTION 14.1, WE ACCEPT NO LIABILITY WHATSOEVER FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR FAILURE TO COMPLY WITH ANY INSTRUCTIONS, WARNINGS, HEALTH AND SAFETY INFORMATION, OR ANY OTHER GUIDANCE IN RESPECT OF ANY VR EQUIPMENT WHICH IS NOT MANUFACTURED BY OR ON BEHALF OF OMS.
    4. YOU AGREE THAT THE OMS SERVICES ARE PROVIDED FOR GENERAL INFORMATION AND EDUCATIONAL TRAINING PURPOSES ONLY. THE OMS SERVICESARE NOT A MEDICAL OR HEALTHCARE DEVICE OR A DIAGNOSTIC TOOL, AND SHOULD NOT BE USED AS A BASIS FOR THE DIAGNOSIS OR TREATMENT OF ANY ILLNESS. ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE THE INFORMATION PROVIDED THROUGH THE OMS SERVICES, WE GIVE NO GUARANTEES THAT SUCH INFORMATION IS ACCURATE, COMPLETE, OR UP TO DATE.
    5. We are not responsible for events outside of Our control. If Our provision of, or support for, the OMS Services is prevented or delayed by an event outside Our control, then We will use reasonable efforts to contact You and let You know.
  15. SUSPENSION AND TERMINATION OF THIS EULA
    1. The rights granted to You under this EULA are subject to Your continued compliance with its terms. 
    2. If, in Our reasonable opinion, You have breached the terms of this EULA, We reserve the right, without notice, to temporarily suspend Your access to the OMS Services for such period as We deem necessary. If the breach is resolved to Our satisfaction, We may reinstate Your access. This EULA, and Your rights to use the OMS Services, will terminate immediatelyif the Licence Agreement terminates for any reason. If the Licence Agreement terminates, Your access to the OMS Services will cease immediately, and We will notify You that this EULA has been terminated.
    3. This EULA will terminate automatically and immediately if and when You cease to be either an Employee or a User of the Institution.
    4. We may terminate this EULA, and end Your rights to use the OMS Services, at any time and without notice to You, if You have (or We have reasonable grounds to believe that You have) broken the terms of this EULA in a serious way. If what You have done can, in Our reasonable opinion, be put right, We will give You an opportunity to do so.
    5. You may terminate your use of the OMS Services under this EULA at any time by emailing us at [email protected] .
    6. If the EULA terminates under any of Sections 15.3-15.6, above, then:
      • all licences granted to You under this EULA will terminate immediately;
      • You must stop all activities authorised under this EULA, including (but not limited to) Your use of the OMS Services and any part of it;
      • You must delete or remove the Software and Documentation from all devices in Your possession, and immediately destroy all copies of the Software and Documentation which You have; and
      • Your access to the OMS Services will be ended.
  16. ASSIGNMENT
    1. We may transfer Our rights and obligations under this EULA to another company. We will always tell You in writing if this happens.
    2. This EULA is personal to You and may not be transferred by You to any third party.
  17. THE LAWS APPLYING TO THIS EULA
    1. These terms are governed by the laws of England and Wales, and You agree that any dispute (contractual or non-contractual) arising out of or in connection with this EULA including any question regarding its existence, validity or termination shall be submitted to the exclusive jurisdiction of the courts of England.
  18. DEFINED TERMS USED IN THIS AGREEMENT

The words and phrases in bold used in this EULA have the following meanings:

OMS, We, Our, Us Oxford Medical Simulation Ltd, a company registered in England and Wales with registered address 201 Borough High Street, London SE1 1JA, UK, and company registration number 10587122.
You, Your, Yourself You, the individual person who is an Administrator or User of the Institution who is agreeing to the terms of this EULA.
Administrator An Employee of the Institution who has been granted a sub-licence by the Institution to use the OMS Services for the Institutional Purposes.
CCPA The California Consumer Privacy Act of 2018.
Documentation Any and all documentation, whether in electronic form or hard copy, provided by OMS relating to the OMS Services, including but not limited to all documentation provided with the Software and through the OMS Services, and on any website owned or operated by OMS, and any Updates to that documentation.
Employee An employee (including any User who is also employed in any capacity by the Institution) of the Institution.
EULA This End User Licence Agreement made between Us and You.
Global Privacy and Biometric Notice Our privacy and biometric notice, as updated from time to time, and available at: https://oxfordmedicalsimulation.com/privacy/
Institution The organisation who has entered into the Licence Agreement with OMS and who has arranged for Us to provide You with the OMS Services.
Institutional Purpose The provision of teaching and instruction to Users by Employees of the Institution, provided on the facilities and equipment of the Institution, during and for the purpose of the delivery of educational courses by the Institution.
Intellectual Property Rights Patents, rights to inventions, supplementary protection certificates, copyright and related rights, trade marks and services marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including without limitation know-how and trade secrets) and any other intellectual property rights, including without limitation all applications for (and rights to apply for and be granted) renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Licence Agreement The licence agreement made between OMS and the Institution, granting the Institution the right to operate and sub-licence the OMS Services to its Administrators and Users on the terms of this EULA.
Login Details The login details You create when You first log in to the OMS Services.
Minimum Specification The minimum specification operating system, software, hardware, and network data capability required to properly run and operate the OMS Services,as notified from time to time by OMS to your Institution.
OMS IPR All Intellectual Property Rights in the OMS Services, the Software, the Documentation, and the Platform Services anywhere in the world owned by, or licensed to, OMS.
OMS Services The medical simulation system owned and operated by OMS, consisting of the Software, the Platform Services, and the Documentation.
Personal Data Any information relating to an identified or identifiable natural person, where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Platform Services The infrastructure and hosted environment, and all other ancillary services, provided and maintained by OMS for the purposes of using the Software, and any data, information and content provided to You through that infrastructure and hosted environment, and any Updates to them.
Software The OMS virtual reality simulation platform software and the individual simulations developed by or for OMS for use with that software, and any Updates to them.
Term The term of this EULA, which shall commence on the date of Your agreeing to its terms or the date on which you first access the OMS Services, whichever is earlier, and which will end on the date of the expiry or termination of the Licence Agreement, or the date on which this EULA is terminated in accordance with Section 14, whichever is earlier.
UK GDPR The UK General Data Protection Regulation.
Update An update to the OMS Services or any part of them, intended to improve performance, enhance functionality, reflect changes to the operating system or address security issues, which is made available to You during the Term..
User An employee, associate or contractor, or an enrolled and current student at the Institution, who has been granted a sub-licence by the Institution to use the OMS Platform for their own use as authorised by their Institution under the Licence Agreement.
Equipment Any virtual reality and/or computer hardware (and its associated software drivers) used by You in conjunction with the OMS Services.
Your OS The hardware and operating system (including the Equipment) on which You install the Software and through which You access the Platform Services and use the OMS Services.
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