END USER LICENCE AGREEMENT
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 firstname.lastname@example.org. Throughout this EULA, certain words and phrases which appear in bold type have specific defined meanings. A list of these defined terms and their meanings can be found at the end of the EULA in Section 17.
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”. All other Sections 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 and Wales. Our registered address is 201 Borough High Street, London SE1 1JA, UK, and Our company registration number is 10587122. We also own and operate a US company, Oxford Medical Simulation Inc. However, Your agreement under this EULA is with OMS, as OMS own the Software and will be providing at least some of the Services to You.
You are being granted a personal licence to use the OMS Simulator under this EULA because you are either an Administrator or User of 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 from OMS a login to the Services for use by You, the Institution has agreed to give you a sub licence to use the OMS Simulator under the Licence Agreement.
In return for Our agreeing to allow You to use the Software, and to provide the Services to You, 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 Software or the Services.
BY CLICKING ON THE “ACCEPT” BUTTON OR CHECKBOX PRESENTED WITH THIS AGREEMENT AND/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. A DOWNLOADABLE COPY IS AVAILABLE AT https://oxfordmedicalsimulation.com/privacy/
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 OR RETURN ALL COPIES OF THE SOFTWARE, AND ANY LOGIN INFORMATION SUPPLIED TO YOU BY OMS OR THE INSTITUTION.
TERMS AND CONDITIONS OF THE EULA
Under this EULA and the Licence Agreement, We hereby grant
a licence to You for the duration of the Term to use:
- the Software;
- the Service; and
- the Documentation,
- Under this EULA and the Licence Agreement, We hereby grant a licence to You for the duration of the Term to use:
- Please be aware that internet transmissions are never completely private or secure and that any message or
information You send using the OMS Simulator or any part of it may be read or
intercepted by others, even if there is a special notice that a particular transmission is encrypted.
ACCESS TO THE OMS SIMULATOR
- When accessing the OMS Simulator for the first time, You will be prompted to create Login Details. You must treat Your Login Details as confidential and not disclose them to any third party, including (but not limited to) any other Employee or User.
- USER ONLY: You are not permitted to allow access to or use of the OMS Simulator, whether on Your OS or any other system, to any third party, including (but not limited to) any Employee or User.
- ADMINISTRATOR ONLY: You may provide access 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 Simulator, whether on Your OS or any other system, to any other third party.
USE OF VR AND COMPUTER EQUIPMENT
- Before using the OMS Simulator with any VR and/or computer Equipment, You must refer to and comply with all instructions, warnings, health and safety information, and any other guidance accompanying such VR and/or computer Equipment.
- The OMS Simulator has been designed to operate on operating systems which meet the Minimum Specification. The OMS Simulator 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.
- You are responsible for all internet service provider fees, telecommunication and any other charges that may apply because of Your use of the OMS Simulator.
- OMS cannot be held responsible for any interruption to or limitation on Your use of the OMS Simulator resulting from any problems or service limitations suffered or imposed by Your internet service provider or Institution.
OMS SIMULATOR SUPPORT AND HOW WE WILL CONTACT YOU.
- Our provision of any support to You in respect of the OMS Simulator is subject to the terms of the Licence Agreement. If You have any problems running or using the OMS Simulator, please follow the guidance of your Institution.
- 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 and this EULA.
- USER ONLY: If You require any support, please contact Your Institution.
- We also provide access to an online helpdesk.
- If We have to contact You about Our provision, or Your use of, the OMS Simulator, 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.
HOW YOU MAY USE THE OMS SIMULATOR
- 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 Simulator using Your Login Details;
- use the OMS Simulator for Your own personal use as authorised by your Institution;
- ADMINISTRATOR ONLY: allow other Employees and Users to use the OMS Simulator 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 Simulator; and
- receive and use any update of the OMS Simulator incorporating such patches and corrections of errors as We may provide to You from time to time.
- In return for Your agreeing to comply with the terms of this EULA, You may, during the Term:
OTHER THINGS YOU MAY NOT DO WITH THE OMS SIMULATOR
- 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 the Software, the Services or the OMS Simulator in any form, in whole or in part to any person without Our prior written consent;
- copy the Software, Documentation or Services, or any part of them, except as part of the normal use of the OMS Simulator 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 Software, Documentation or Services, nor permit the Software or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the OMS Simulator as permitted in this EULA;
- disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the OMS Simulator nor attempt to do any such things.
- use the OMS Simulator or any part of it 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 Software, any Service or any operating system;
- infringe the OMS IPR or the Intellectual property rights of any third party through Your use of the OMS Simulator;
- transmit any material that is defamatory, offensive, or otherwise objectionable, through or in relation to Your use of the OMS Simulator;
- use the OMS Simulator 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 any Service or Our systems or attempt to decipher any transmissions to or from the servers running any Service.
- You must not, and must not permit any other person to:
INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights in the OMS IPR throughout the world belong to OMS or Our licensors. 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.
- 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.
CHANGES TO THESE TERMS
We may need to change the terms of this EULA to reflect changes in law or best practice or to deal with additional features which We introduce.
We will give You notice of any change by sending You an email with details of the change, or by notifying You of a change when You next start the OMS Simulator.
If You do not accept the notified changes, depending on the nature of the changes, We may terminate Your licence to use the Software and the Service under this EULA. For all other changes, You may continue to use the OMS Simulator in accordance with the existing terms for the remaining Term, but certain new features may not be available to You.
UPDATES TO THE OMS SIMULATOR AND CHANGES TO THE SERVICE
From time to time, We may automatically Update the Software or change the Service 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.
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 Simulator, or You may lose some functionality. We accept no liability for any partial or total loss of use of the OMS Simulator resulting from any failure by You to install any Update.
WE MAY COLLECT TECHNICAL DATA ABOUT YOUR DEVICE AND MONITOR YOUR USAGE
By using the OMS Simulator, You agree to Us collecting and analysing data and other information (not including Personal Data) relating to the provision, use and performance of various aspects of the OMS Simulator and related systems and technologies (including, without limitation, information concerning Service Data and data derived therefrom), and OMS will be free both during the Term and afterwards to (i) use that information and data solely to improve and enhance the OMS Simulator and for other development, diagnostic and corrective purposes in connection with the OMS Simulator and other OMS offerings, and (ii) disclose that data solely in a de-identified and anonymised form in connection with its business.
We may monitor Your usage of the OMS Simulator to ensure appropriate use and compliance with this EULA.
WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES WE MAY LINK TO
The OMS Simulator or any other service 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.
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.
- We do not exclude or limit in any way our liability to You 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.
- ADMINISTRATOR ONLY: SUBJECT TO SECTION 15.1, OUR LIABILITY TO YOU IS LIMITED IN ACCORDANCE WITH THE LICENCE AGREEMENT.
- USER ONLY: SUBJECT TO THOSE LIABILITIES WHICH CANNOT BE EXCLUDED BY LAW, AS SET OUT IN SECTION 14.1 OUR LIABILITY TO YOU UNDER THIS EULA IS LIMITED TO OUR OBLIGATION TO PROVIDE THE OMS SIMULATOR TO YOU IN ACCORDANCE WITH THE LICENCE AGREEMENT. ALL OTHER LOSSES AND LIABILITIES ARE EXCLUDED.
- 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.
- YOU ACCEPT AND AGREE THAT THE OMS SIMULATOR IS PROVIDED FOR GENERAL INFORMATION AND EDUCATIONAL TRAINING PURPOSES ONLY. THE OMS SIMULATOR IS 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 SIMULATOR, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT SUCH INFORMATION IS ACCURATE, COMPLETE, OR UP TO DATE.
- We are not responsible for events outside Our control. If Our provision of the Services or support for the OMS Simulator or the Services is prevented or delayed by an event outside Our control then We will contact You to let You know.
- We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes our liability for:
SUSPENSION AND TERMINATION OF THIS EULA
The rights granted to You in respect of the OMS Simulator under this EULA are subject to Your continued compliance with the terms of this EULA.
This EULA and Your rights to use the OMS Simulator will terminate if the Licence Agreement terminates for whatever reason. If the Licence Agreement terminates, your access to the OMS Simulator will cease immediately, and we will notify you that this EULA has been terminated.
If, in Our reasonable opinion, You have breached the terms of this EULA, We reserve the right to, without notice, temporarily suspend Your access to the OMS Simulator for such period as We deem necessary.
This EULA will terminate automatically and immediately if and when You cease to be either an Employee or a User of the Institution.
We may terminate this EULA and end Your rights to use the OMS Simulator at any time by contacting You if 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 a reasonable opportunity to do so.
You may terminate this EULA at any time by emailing us at email@example.com
If (i) We notify You that We are ending Your rights to use the OMS Simulator (ii) the EULA automatically terminates under Section 14.4;or (iii) if You terminate this EULA by notifying Us in accordance with Section 14.6, 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 Simulator 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
- We will cease providing You with access to the Services.
- We may transfer Our rights and obligations under this EULA to another company. We will always tell You in writing if this happens.
- This EULA is personal to You and may not be transferred by You to any third party.
THE LAWS APPLYING TO THIS EULA
- These terms are governed by English law, 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.
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 Simulator 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 Simulator, including but not limited to all documentation provided with the Software and through the Service, and on any website owned or operated by OMS.|
|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.|
|Institution||The organisation who has entered into the Licence Agreement with OMS and who has granted You a sub-licence to use the OMS Simulator.|
|Institutional Purpose||The provision of teaching and instruction for 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 Simulator 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 Service.|
|Minimum Specification||The minimum specification operating system, software, hardware, and network data capability required to properly run the OMS Simulator, as notified from time to time by OMS to your Institution.|
|OMS IPR||All Intellectual Property Rights in the OMS Simulator, the Software, the Documentation, and the Services anywhere in the world owned by, or licensed to, OMS.|
|OMS Simulator||The medical simulation system owned and operated by OMS, consisting of the Software, the Service, and the Documentation, as updated by any Updates from time to time.|
|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.|
|Service||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.|
|Software||The OMS virtual reality simulation platform software and the individual simulations developed by or for OMS for use thereon.|
|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 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.|
|Update||An update to the OMS Simulator or any part of it, intended to improve performance, enhance functionality, reflect changes to the operating system or address security issues.|
|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 Simulator for their own use as authorised by their Institution under the Licence Agreement.|
|VR and/or Computer Equipment||Any virtual reality and/or computer hardware (and its associated software drivers) used by You in conjunction with the OMS Simulator.|
|Your OS||The hardware and operating system (including the VR Equipment) on which You install the Software and through which You access the Services and use the OMS Simulator.|