OMS SERVICES

END USER LICENCE AGREEMENT

SEPTEMBER 2025

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING AND USING THE OMS SOFTWARE AND SERVICES. IT CONTAINS LEGALLY-BINDING TERMS AND CONDITIONS, AND IMPORTANT NOTICES RELATED TO YOUR USE OF THE OMS SOFTWARE AND SERVICES.

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. Some of these are defined within the text. A full list of defined terms and their meanings can be found at the end of the EULA, in Section 19.

Certain Sections of this EULA will apply to You only if You are an ‘Administrator’, a ‘Learner’, or a ‘Trial User’. These Sections are clearly marked as “ADMINISTRATOR ONLY”, “LEARNER ONLY”, or “TRIAL USER ONLY”. All other Sections, which are not marked as applying only to specific users, will apply to all users 

WHO WE ARE AND WHAT THIS AGREEMENT DOES

OMS Ltd and OMS Inc. provide, license and operate the OMS Platform. Even if You are an Administrator or Learner accessing the OMS Platform under a Licence Agreement which has been signed with OMS Inc., Your agreement under this EULA is with OMS Ltd, as OMS Ltd is the owner of the OMS Platform, and will be providing at least some of the OMS Services to You.

You, the individual person downloading and installing the OMS Software and using the OMS Services, are granted a personal right and licence by OMS Ltd to use the OMS Platform under this EULA, either because You are an Administrator, a Learner, or a Trial User.

In return for Our providing You with the OMS Platform, 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 PLATFORM.

BY CLICKING ON ANY “ACCEPT” BUTTON OR CHECKBOX PRESENTED WITH THIS AGREEMENT, OR BY INSTALLING AND USING THE OMS PLATFORM, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THIS EULA.

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 PLATFORM, AND YOU SHOULD IMMEDIATELY DELETE ALL COPIES OF THE SOFTWARE, AND CEASE ALL USE OF THE OMS PLATFORM.

If you are a Learner, You should speak with Your Institution if You have any concerns around the terms of this EULA.

TERMS AND CONDITIONS OF THE EULA

1. YOUR LICENCE
   1. Subject to Your compliance with the terms of this EULA, You are granted, for the Term, a licence to Install and use the OMS Software, and a right to access and use the OMS Services.
2. YOUR PRIVACY
   1. We take our obligations with respect to your Personal Data seriously. 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, which is 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, where relevant, consent to OMS Ltd and OMS Inc. processing Your Personal Data in accordance with, the OMS Global Privacy and Biometric Notice.
   2. Whilst We make every effort to ensure Our systems and the OMS Platform are secure, 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.
   3. ADMINISTRATOR ONLY: Where You arrange for direct access to the OMS Platform for any Learner on behalf of Your Institution, You must notify all such Learners 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 Administrator or Learner.
   2. LEARNERS AND TRIAL USERS ONLY: You are not permitted to allow access to, or use of, the OMS Services (whether on Your Personal OS or any other system) to any third party, even if they are employees or students of Your Institution (if applicable).
   3. ADMINISTRATOR ONLY: You may provide access to the OMS Services to Learners on Your Institutional OS through Your copy of the OMS Software, and using Your Login Details. Such access must be for Institutional Purposes only. You are not permitted to allow access to or use of the OMS Platform (whether on Your Institutional OS or any other system) to any other third party for any other reason.
4. USE OF EQUIPMENT
   1. Before using the OMS Platform with any Equipment, You must read and comply with all instructions, warnings, health and safety information, and any other guidance, accompanying such Equipment. Neither OMS Ltd or OMS Inc. is responsible for the provision, maintenance, servicing or performance of any Equipment, and You or (if applicable) Your Institution are responsible for the provision and maintenance of all such Equipment.
5. OMS LLM SERVICES
   1. Certain OMS Services, for example Our voice-controlled scenarios, may involve the use of OMS and third-party machine-learning and artificial intelligence (AI) systems and services, including large-language model (LLM) and other generative AI services. We refer to those elements of the OMS Platform which use these as “OMS LLM Services”.
   2. By using the OMS Platform to access any OMS LLM Services, You are acknowledging that Your inputs to the OMS LLM Services may be shared with third party AI and LLM services, and that the outputs of OMS LLM Services may be a result of the output of AI and LLM services, including generative AI services. If You do not agree to this, You should not use the OMS LLM Services.
   3. If You are an Administrator or Learner, You will be able to obtain further information on whether the OMS Services made available to You by Your Institution include any OMS LLM Services. If You are a Trial User, more information can be obtained directly from your OMS sales contact.
6. MINIMUM SPECIFICATION
   1. The OMS Platform has been designed to operate on operating systems which meet the Minimum Specification. The OMS Platform may not perform correctly on operating systems or hardware which do not conform to the Minimum Specification. OMS is not responsible for any provision, installation, monitoring, maintenance or upgrading of any part of any Institutional OS or Personal OS.
   2. You are responsible for all internet service provider fees, telecommunication charges, and any other fees or 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 Platform resulting from any problems or service limitations which arise in relation to Your internet service provider or (if applicable) Your Institution.
7. CONTACTING OMS SUPPORT, AND HOW WE WILL CONTACT YOU
   1. Support for the OMS Platform is available as described on Our Support Page here: https://oxfordmedicalsimulation.com/resources/support-terms/.
   2. If We have to contact You about the OMS Platform, 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 update Your Login Details as soon as possible.
   3. ADMINISTRATOR ONLY: Additional support for the OMS Platform may be available in accordance with Your Institution’s Licence Agreement.
8. YOUR USE OF THE OMS PLATFORM
   1. In return for Your agreeing to comply with the terms of this EULA, You may, during the Term:
      • install the OMS Software on Your Personal OS and/or Institutional OS;
      • access the OMS Services using Your Login Details;
      • LEARNER ONLY: use the OMS Platform for Your own personal use, in accordance with the access provided for under Your Institution’s Licence Agreement
      • ADMINISTRATOR ONLY: use the OMS Platform for the Institutional Purposes only;
      • TRIAL USER ONLY: use the OMS Platform for the purpose of Your trial;
      • use any Documentation to support Your permitted use of the OMS Platform; and
      • receive and use any Updates to the OMS Platform, as We may provide to You from time to time.
9. THINGS YOU MUST NOT DO WHEN USING THE OMS PLATFORM
   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 Platform in any form, in whole or in part, to any person, without OMS Ltd’s prior written consent;
      • copy the OMS Platform, or any part of it, 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 Platform, nor permit them or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the OMS Platform as permitted in this EULA;
      • disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the OMS Platform nor attempt to do any such things;
      • use the OMS Platform 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 the OMS Platform or any operating system);
      • infringe the Intellectual Property Rights of any third party through Your use of the OMS Platform;
      • transmit any material that is defamatory, offensive, or otherwise objectionable, through or in relation to Your use of the OMS Platform;
      • use the OMS Platform or any part of it 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 Platform or Our systems, or attempt to decipher any transmissions to or from the servers running any part of the OMS Platform.
10. INTELLECTUAL PROPERTY RIGHTS
    1. All Intellectual Property Rights in the OMS Platform throughout the world belong to OMS Ltd or Our licensors, and no transfer of any Intellectual Property Rights to You is provided for under this EULA. All rights, including all Intellectual Property Rights, in the OMS Platform, and any outputs of the OMS Services, are licensed (not sold) to You under, and subject, to this EULA and (if applicable) the Licence Agreement. You have no rights in, or to, the OMS Platform other than the right to use them during the Term, in accordance with this EULA.
    2. You will not acquire any type of ownership in relation to the OMS Platform 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.
11. CHANGES TO THESE TERMS
    1. We may change the terms of this EULA at any time, to reflect changes in law or best practice, or to deal with additional features of the OMS Platform which We introduce.
    2. We will give You notice of any such change by notifying You of a change when You next log in to the OMS Platform
    3. If You do not accept the updated EULA, then You will be unable to continue using the OMS Platform, and Your access will be terminated.
12. UPDATES AND CHANGES TO THE OMS SERVICES
    1. From time to time, We may automatically Update parts of the OMS Platform to improve performance, enhance functionality, reflect changes to the operating system, or to address security issues. Alternatively, We may ask, or require, You to Update the OMS 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 (if applicable), You may not be able to continue using the OMS Platform, or You may lose some functionality or security. We accept no liability for any partial or total loss of use of the OMS Platform, or for any security breach on Your Equipment or Personal OS resulting from any failure by You to install any Update.
13. WE MAY COLLECT TECHNICAL DATA ABOUT YOUR DEVICE AND MONITOR YOUR USAGE
    1. By using the OMS Platform, You agree to Us collecting and analysing data and other information relating to the provision, use and performance of various aspects of the OMS Platform and related systems and technologies (including, without limitation, information concerning Service Data and data derived from it). OMS will be free both during the Term and afterwards to (i) use that information and data solely to improve and enhance the OMS Platform, and for other development, diagnostic and corrective purposes in connection with the OMS Platform 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 Platform to ensure appropriate use and compliance with this EULA.
    3. Any use of Your Personal Data in the manner described in Sections 13.1 and 13.2 will be in accordance with the OMS Global Privacy and Biometric Notice.
14. WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES WE MAY LINK TO
    1. The OMS Platform, 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 through them.
15. 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. EXCEPT AS EXPRESSLY STATED IN THIS EULA, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, OMS LTD MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU IN THIS EULA.
    3. SUBJECT TO SECTION 15.1, 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 PLATFORM PROVIDED FOR GENERAL INFORMATION AND EDUCATIONAL TRAINING PURPOSES ONLY. THE OMS PLATFORM IS NOT A MEDICAL OR HEALTHCARE DEVICE OR 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 PLATFORM, WE GIVE NO GUARANTEES THAT SUCH INFORMATION IS ACCURATE, COMPLETE, OR UP TO DATE, AND WILL HAVE NO LIABILITY ARISING FROM YOUR RELIANCE ON SUCH INFORMATION.
    5. We are not responsible for events outside of Our control. If Our provision of, or support for, the OMS Platform is prevented or delayed by an event outside Our control, then We will use reasonable efforts to contact You and let You know.
16. 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 Platform for such period as We deem necessary. If the breach is resolved to Our satisfaction, We may (at Our sole option) reinstate Your access. This EULA, and Your rights to use the OMS Platform, will terminate immediately if the Licence Agreement terminates for any reason. If the Licence Agreement terminates, Your access to the OMS Platform will cease immediately, and We will notify You that this EULA has been terminated.
    3. ADMINISTRATOR AND LEARNER ONLY: This EULA will terminate automatically and immediately if and when You cease to be either an Administrator or a Learner of Your Institution.
    4. We may terminate this EULA, and end Your rights to use the OMS Platform, 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 Platform under this EULA at any time by emailing us at [email protected].
    6. If at any time You do not accept an updated version of this EULA (in accordance with Section 11 (CHANGES TO THESE TERMS), above), then the EULA will terminate immediately.
    7. If the EULA terminates under any of Sections 16.2-16.6, 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 Platform and any part of it;
       • You must delete or remove the OMS Software and Documentation from all devices in Your possession, and immediately destroy all copies of the OMS Software and Documentation which You have; and
       • Your access to the OMS Services will be ended.
17. 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.
18. THE LAWS APPLYING TO THIS EULA
    1. This EULA is governed by the laws of England and Wales. 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.
19. DEFINED TERMS USED IN THIS AGREEMENT

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

Administrator: An employee or contractor of an Institution who is using the OMS Services for 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 Platform, including but not limited to all documentation provided with the OMS Software and through the OMS Platform, and on any website owned or operated by OMS, and any Updates to that documentation.

EULA: This End User Licence Agreement made between Us and You.

Equipment: Any virtual reality or other computer hardware (and its associated software drivers) used by You in conjunction with the OMS Platform.

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 and who has arranged for Us to provide You with the OMS Platform.

Institutional OS: The hardware and operating system (including any Equipment) owned and operated by the relevant Institution (if any), on which You install the OMS Software and through which You access and use the OMS Services for Institutional Purposes.

Institutional Purposes: These are (i) managing an Institution’s Learners and the elements of the OMS Platform to which individual Learners are provided access; (ii) managing an Institution’s curriculum to be delivered to Learners through the OMS Platform, and (iii) delivering teaching and instruction to Learners using the OMS Platform.

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 Ltd (or, for US and Canadian clients, OMS Inc.) and the Institution, granting the Institution the right to operate and sub-licence the OMS Platform to its Administrators and Learners on the terms of this EULA.

Login Details: The login details You create when You first log in to the OMS Platform.

Minimum Specification: The minimum specification operating system, software, hardware, and network data capability required to properly run and operate the OMS Platform, available from Us on request.

OMS Inc.: Our US subsidiary, Oxford Medical Simulation Inc.

OMS Ltd, 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.

OMS LLM Services: Those elements of the OMS Platform which involve the use of OMS and third party machine-learning and artificial intelligence (AI) systems and services, including large-language model (LLM) and other generative AI services.

OMS Platform: The OMS Software and OMS Services.

OMS Services: The infrastructure and hosted environment, and all other ancillary services, including support services, provided and maintained by OMS Ltd and OMS Inc. (as applicable) for the purposes of using the OMS Software, any data, information and content provided to You through that infrastructure and hosted environment, and any Updates to them, along with all Documentation.

OMS Software: The OMS virtual reality simulation platform software, in object code form only, and the individual simulations developed by or for OMS for use with that software, and any Updates to them, as made available to You through Our website or relevant app stores.

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.

Personal OS: The hardware and operating system (including any Equipment) owned and operated by You (if any), on which You install the OMS Software and through which You access and use the OMS Services.

Term: The period of the agreement between You and OMS Ltd under this EULA. The Term will begin on the earlier of: (i) the date of Your expressly agreeing to the terms of the EULA: or (ii) the date on which You first install the access the OMS Services, whichever is earlier. The Term will end on the earlier of (i) the date of the expiry or termination of the Licence Agreement (if You are an Administrator or Learner) or Your trial access (if You are a Trial User), or (ii) the date on which this EULA is terminated in accordance with Section 16.

UK GDPR: The UK General Data Protection Regulation.

Update: An update to the OMS Platform or any part of it, 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.