Terms and Conditions

1. THE SOFTWARE

1. (a)The Software is an application that can be used to store existing digital data or digitise and store health or medical data (“Medical Data”). The Software also allows you to receive Flahy reports that will be generated based on Flahy's tests (“Reports”).
2. (b)To use the Software, you will have to complete the registration and the sign on process on Flahy’s website. Flahy reserves the right to offer its users with free trials and evaluation products. These Terms shall also apply for free trials or evaluation products.
3. (c)You are responsible and liable for all activities that take place on or through the Software. Flahy is not liable for any unauthorised access to the Software, including but not limited to hacking and security breaches. Flahy reserves, at its sole discretion, the right to revoke your use of the Software if it is of the opinion that the Software is being used by an unauthorised party or in an unauthorised manner.

2. REPORTS

1. (a)The Software allows you to receive Reports and you shall have sole ownership over the contents of the Reports generated through the Software.
2. (b)The Report is intended solely for informational purposes and shall not be construed as a medical certificate, a medical laboratory report, or a diagnostic report. The Report is not a substitute for professional medical advice, and a qualified healthcare professional should be consulted for comprehensive evaluation.
3. (c)You grant Flahy a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free licence to (i) use, analyse, publish, display, store, host, communicate, distribute, make available, modify, adapt, translate, and create derivative works of the Medical Data for the purpose of providing Reports and other services as agreed between the parties from time to time; and (ii) use Medical Data for analytics, development, machine learning and other business purposes.
4. (d)The Software allows you to download Reports only in formats specified by Flahy.

3. YOUR RESPONSIBILITIES

1. (a)If you are an individual, you represent and warrant that:
1. (i)you have consented to processing your personal data;
2. (ii)you are solely responsible for all activities that occur on or through the Software; and
3. (iii)you are solely responsible for the accuracy, correctness and completeness of the Medical Data that you provide to us.
2. (b)If you are a Lab Partner, you represent and warrant that:
1. (i)you own and have obtained all necessary permissions and consents under applicable laws, including data protection laws to provide and upload Medical Data on the Software and to grant the licences under these Terms;
2. (ii)you are solely responsible for the accuracy, correctness and completeness of the Medical Data that you provide to us;
3. (iii)you are solely responsible for all activities that occur on or through the Software;
4. (iv)the Medical Data does not and shall not violate your obligations or responsibilities under other agreements;
5. (v)the Medical Data does not and shall not violate, or infringe any applicable laws; and
6. (vi)the Medical Data shall not misappropriate or violate any third-party rights.
3. (c)You shall not use the Software in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you shall not:
1. (i)infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, belonging to us, or any third party;
2. (ii)except as may be provided hereunder, access, use, distribute, modify, reverse engineer, create any derivative works, sell, rent, use artificial intelligence or other such tools, or license the Software or any portion thereof;
3. (iii)use the Software to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, cancelbots, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;
4. (iv)circumvent, disable or otherwise interfere with any security related features of the Software or jeopardise or prejudice the operation, quality or integrity of the Software;
5. (v)make any back-ups or archival copies of the Software or any part thereof; or
6. (vi)violate applicable laws in any manner.
4. (d)You shall obtain and maintain at your own expense all the necessary computer hardware, software, modems, connections to the Internet, and other items required for the access to and use of the Software.
5. (e)You agree to upgrade your hardware and systems for smooth access of the Software as and when required in order to be compatible with the upgraded version of the Software, if any.
6. (f)You shall cooperate with Flahy in developing and sharing testimonials, anonymous case studies, marketing materials, return-on-investment calculations, and measurement criteria for the value, benefits, and cost savings derived from the Software. You agree to make available all such content to Flahy as mutually agreed between you and Flahy in writing.
7. (g)Flahy may request you to submit suggestions and other feedback, including bug reports, relating to the Software from time to time (“Feedback”). You grant Flahy the right to freely use, copy, disclose, create derivative works on, publish, display, distribute, and exploit the Feedback without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your intellectual property rights.
8. (h)You shall extend full cooperation, at your cost, to Flahy in its defence of any proceedings that may be initiated against it due to a breach of your obligations or covenants under these Terms.

4. INTELLECTUAL PROPERTY

1. (a)All rights, title, and interest in and to the Software, including all intellectual property rights arising out of the Software, are owned by or otherwise licensed to Flahy. Subject to your compliance with these Terms, Flahy grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable, and limited licence to use the Software in accordance with its features.
2. (b)Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to Flahy’s or any third party’s intellectual property rights.

5. TERM AND TERMINATION

1. (a)These Terms shall remain in effect (i) unless terminated in accordance with the terms hereunder; or (ii) if you are a Lab Partner, until the expiry or the termination of the Agreement.
2. (b)Termination for Convenience: Flahy may terminate these Terms at any time by providing a prior written notice of 30 (Thirty) days to you.
3. (c)Termination for Cause: Without prejudice to any of its rights or remedies, Flahy may at any time terminate these Terms with immediate effect by giving written notice to the other party if (i) you commit a breach of any provision of these Terms and (if such breach is remediable) fails to remedy that breach within 30 (Thirty) days after being notified in writing to do so; or (ii) you are dissolved, wound-up, surrenders its charter documents, files a petition for bankruptcy, makes a proposal to its creditors, or has a receiving order made against it.
4. (d)Upon termination of these terms and conditions:
1. (i)you shall not be permitted to use the Software, and you agree to provide reasonable assistance to Flahy and its personnel for disconnecting the Software from your company systems; and
2. (ii)these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.

6. DISCLAIMERS AND WARRANTIES

1. (a)You agree that your use of the Software is at your sole risk.
2. (b)Flahy does not recommend, endorse, or make any representation about the efficacy, appropriateness or suitability of any Medical Data that is uploaded on the Software and disclaims all liabilities or warranties arising out of or in connection with any Medical Data.
3. (c)The Software is provided on an “as is” and “as available” basis. Flahy does not warrant that the operation of the Software will be uninterrupted or error-free or that the functions contained in the Software will meet your requirements.
4. (d)Flahy does not warrant or represent that the Software will be compatible with any third-party hardware or software. It shall be your responsibility to ensure compatibility of the Software prior to the use.
5. (e)To the fullest extent permissible under applicable law, Flahy expressly disclaims all warranties of any kind, express or implied, arising out of the Software, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranty that may arise out of the course of performance, course of dealing, or usage of trade.
6. (f)You hereby accept full responsibility for any consequences that may arise from your use of the Software, and expressly agree and acknowledge that Flahy shall have no liability with respect to the Software.
7. (g)To the fullest extent permissible by law, Flahy disclaims all liability to you for any loss or damage arising out of or due to:
1. (i)your use of, inability to use, or availability or unavailability of the Software or any part thereof;
2. (ii)the Software being infected with any malicious code or viruses; or
3. (iii)the failure of the Software to remain operational for any period of time.

7. INDEMNITY

You shall, at your own expense, indemnify, defend, and hold harmless Flahy, its affiliates, and their respective members, personnel, directors, employees, customers, vendors, and sub-contractors against any and all claims, actions, liabilities, damages, losses, costs, or expenses (including but not limited to attorneys’ fees and costs) arising from or in connection with (a) a breach by you of any of your representations, warranties or obligations under these Terms; (b) any alleged or actual violation, misappropriation or infringement of intellectual property rights; or (c) any fraud, negligence or wilful misconduct.

8. CONSENT TO USE DATA

1. (a)Flahy may in accordance with its Privacy Policy use information and data pertaining to the use of the Software for analytics, trends’ identification and other internal business purposes to further enhance the effectiveness and efficiency of the Software.
2. (b)You hereby expressly authorise Flahy to disclose any and all information relating to you in Flahy’s possession to any law enforcement or other government officials, if Flahy believes it is necessary or appropriate in connection with the investigation or resolution of possible crimes, including but not limited to your identity, information provided by you, your banking information, and your correspondence details. You further understand that Flahy might be directed to disclose any such information if required by any judicial order, law, regulation or valid governmental request.
3. (c)If you are a Lab Partner, you acknowledge and warrant that you have obtained all necessary, desirable, and adequate consents for us to process personal data in relation to individuals.

9. SERVICE LEVELS

1. (a)Scheduled Maintenance: Flahy reserves, solely at its discretion, the right to make the Software unavailable for access for scheduled maintenance.
2. (b) Reporting: You agree to report any unscheduled system downtime and any error, bug, or defect in the Software to contact@flahyhealth.com immediately upon becoming aware or receiving notice of such system downtime, error, bug, or defect.
3. (c)The provisions of this clause shall not apply to any performance issues (i) caused by factors or circumstances outside of Flahy ’s reasonable control, including the conditions detailed in 13; (ii) that result from your equipment or third party equipment, or both; (iii) that result from cloud service providers, or their equipment or services; (iv) caused by the termination of your access to the Software pursuant to Flahy ’s rights under these Terms; or (v) caused by misuse of the Software, including use of the Software in breach of these Terms, or other than in accordance with instructions that Flahy may provide from time to time.

10.MODIFICATION OF SOFTWARE

Flahy reserves the right at any time to modify, suspend or discontinue, temporarily or permanently, the Software (or any part thereof) with or without notice or cause, and you agree to provide all reasonable assistance to Flahy in this regard. You agree and acknowledge that Flahy shall not be liable to you or to any third party for any such modification, suspension or discontinuation of the Software.

11.UPDATES

Flahy reserves the right to make any minor modifications or enhancements, or temporary programme fixes or patches, if any, to the Software (“Updates”), and you agree to provide all reasonable assistance to Flahy for making such Updates. You agree that the addition of major functions or significant new features to the Software is not an Update. Flahy shall, in its sole discretion, have the right to determine what constitutes an Update.

12.CONFIDENTIALITY

You acknowledge that the Software contains Flahy and its licensors’ trade secrets and confidential information. You agree to hold and maintain the Software in confidence, and not to furnish any other person with a copy of the Software. You agree to use a reasonable degree of care to protect the confidentiality of the Software. You will not remove or alter any of Flahy ’s or its licensors’ proprietary notices. Your obligations under this clause shall continue even after these Terms have expired or been terminated. Without limiting the generality of the foregoing, you further agree not to publish or otherwise publicly distribute the results of any benchmark tests related to the Software that are made available to you by Flahy.

13.FORCE MAJEURE

Flahy shall not be liable to you if it prevented from or delayed in performing its obligations or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, epidemics, pandemics, quarantines, curfews, lockdowns, strikes, lock-outs or other industrial disputes (whether involving Flahy ’s workforce or not), failure of a utility service or telecommunications network, act of God, fire, flood, earthquake, storm, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, or default of suppliers or sub-contractors.

14.GOVERNING LAW AND DISPUTE RESOLUTION

1. (a)These Terms shall be governed, interpreted, and construed in accordance with the laws of India. Subject to the dispute resolution provisions hereunder, the courts in New Delhi, India shall have exclusive jurisdiction in connection with any dispute arising out of these Terms.
2. (b)Any disputes or differences arising out of these Terms shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, and rules made thereunder as amended from time to time and incorporated hereunder by reference. The arbitral tribunal shall consist of 1 (One) arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be New Delhi, India. Each party shall bear its own costs in relation to any dispute.

15.Cancellation And Refunds Policy

1. (a) The cancellation and refunds policy is available at:https://flahyhealth.com/cancellation-and-refunds-policy

16.MISCELLANEOUS

1. (a)Modification: Flahy reserves the right at any time to modify these Terms and to add new or additional terms or conditions related to your use of the Software. Such modifications and additional terms and conditions will be communicated to you and, unless expressly rejected (in which case these Terms shall terminate), will be effective immediately and will be incorporated into these Terms. In the event, that you refuse to accept such changes, please do not use the website or the Software, or download Reports from the Software.
2. (b)Relationship: Nothing contained in these Terms creates any agency, partnership, or other form of joint enterprise between Flahy and you.
3. (c)Severability: If any clause of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other clauses of these Terms will continue in effect. If any unlawful or unenforceable clause would become lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant clause will be deemed to be deleted).
4. (d)Assignment: You shall not assign your rights or obligations hereunder to your affiliates or any third party without Flahy’s prior written consent. Flahy may assign its rights or obligations to any third party without your consent or any prior notice to you.
5. (e)Third Party Rights: No third party shall have any rights to enforce any terms contained herein.

17.CONTACT US

You may contact us with any inquiry relating to these Terms or to our Software by writing to us at contact@flahyhealth.com. Any notice or other communication in connection with these Terms shall be in writing in the English language and shall be sufficiently given or served, if delivered or sent to us through email at contact@flahyhealth.com or through post at Suite 438, W4-G, 4th Floor, Godrej Eternia, Wing A, Plot no. 70, Industrial Area Phase 1, Chandigarh, 160002.