Terms of Services

Welcome to Flex By Ultrahuman!

Introduction:

Ultrahuman Healthcare Private Limited (hereinafter referred to as the “Ultrahuman” , “our” , “us” or “we”), through its software namely Flex By Ultrahuman (“Software”), available at www.ultrahuman.com /flex/ (the “Website”) and mobile device application (the “App”), provides audio-visual conferencing, video-chat, and other allied services to end-users (hereinafter referred to as “End-User” , “you” or “your”), in India and certain other territories of the world, aiming at improving the overall physical and mental health, wellness, and fitness of its End-Users. To make these Terms of Services (“Terms”) easier to read, the Software, the Website, the App, and our services are collectively referred to as “Services”. The Services are solely and absolutely operated , owned and controlled by Ultrahuman.

Acceptance:

Please read these Terms carefully before accepting because they contain provisions that define your limits, legal rights and obligations with respect to your use and participation in our Services. By accessing and using our Services, you agree to be bound, without limitation or qualification, by these Terms. If you don’t agree to be bound by these Terms, do not use the Services in any manner whatsoever or authorize or permit any other person or entity to do so. Any person who is not legally eligible to be bound by these Terms shall not access and use the Services. If you do not agree to the foregoing, you should not click to affirm your acceptance thereto, in which case you are prohibited from accessing or using the Services. Nothing in these Terms shall be deemed to confer any third-party rights or benefits.

Changes or Modifications:

We may modify these Terms from time to time in our sole discretion. If we do so, we’ll let you know by posting the modified Terms on the Website. You shall, at all times, be responsible for regularly reviewing and noting the changes made to the Terms.  Your continued use of our Services after the effective date of any change to the Terms will signify your assent to and will be deemed to be your acceptance of the modified Terms. If you don’t agree to be bound by the modified Terms, kindly discontinue accessing or participating in the Services immediately. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

System Requirements:

Use of the Services require one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. Ultrahuman shall also not be responsible for any reduction in speed or efficiency of the Services due to poor connectivity or any other such collateral requirements related to internet services. You acknowledge and agree that such collateral system requirements, which may be changed from time to time, are your responsibility, and we shall not, under any circumstances whatsoever, be responsible or liable for such costs.

Eligibility:

You must be of legal age or the age of majority in your province, territory, or country, and otherwise be fully able and competent to enter into, abide by, and comply with these Terms. Although we cannot absolutely control whether minors gain unauthorized access to the Services, access may be terminated without warning if we believe that you are underage or otherwise ineligible under applicable laws, rules or regulations. Individuals under the applicable legal age or age of majority, may access and use the Services only with the involvement and consent of a parent or legal guardian, under such person's account and otherwise subject to these Terms. In other words, if these terms are accepted by you as a parent or legal guardian, then these Terms shall apply to you for Services availed by your child, as if you are the End-User. Thus, always actively monitor the activities of your children when they access and use the Services, and ensure compliance of these Terms.

At any time during your use of our Services, we reserve the right to terminate your access without prior warning (i) if any information provided proves to be inaccurate, not current or incomplete; (ii) if it is believed that your actions may cause legal liability for you or us; and/or (iii) if you are found to be non-compliant with these Terms.

Membership:

To use our Services, you will need to create a password-protected account (“User Account”). To create a User Account, you must submit the information requested for at the time of registration (“Registration Information”). You will also have the ability to provide additional optional information, which is not required to register for an account but maybe helpful to Ultrahuman in providing you with a more customized experience when using our Services. Our information collection and use policies with respect to the privacy of such information are set forth in the privacy policy (“Privacy Policy”). You acknowledge and agree that you are solely responsible for the accuracy and content of the Registration Information, and you agree to keep it up to date. You may also register for a User Account using your existing Instagram, Facebook, Snapchat, Apple or Google account and log-in credentials (your “Third-Party Site Account”). You may not register for more than one account. As part of the functionality of the Services, you may link your account with Third Party Site Accounts, by either: (i) providing your Third Party Site Account login information to us through the Services; or (ii) allowing us to access your Third Party Site Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Site Account. You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account (including, but not limited to, for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by the applicable Third Party Site service provider.

At any time after the registration, we reserve the right to suspend or terminate your User Account (i) if any Registration Information or any information provided thereafter proves to be inaccurate, not current or incomplete; (ii) if it is believed that your actions may cause legal liability for you, other users or us; and/or (iii) if you are found to be non-compliant with these Terms.

You are responsible for safeguarding your User Account details and password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your User Account. You shall notify Ultrahuman immediately in case of any breach of security or any unauthorized use of your User Account. Similarly, you shall never use another person’s User Account without prior consent from Ultrahuman. You agree that you will not misrepresent yourself. You hereby expressly acknowledge and agree that you will be liable for any losses, damages (whether direct or indirect) caused to you, Ultrahuman or any others as a result of unauthorized use of your User Account.

By agreeing to create a User Account, you may receive occasional special offer, marketing, and survey communication emails with respect to the Services/Content. You can unsubscribe from the Ultrahuman commercial emails by following the opt-out instruction in these emails.

Using the Services:

You shall be solely responsible for accessing and using our Services and shall ensure that you comply with laws of the territory while using our Services including but not limited to intellectual property, privacy, cookies and third party rights. You will use the Services only for such purposes as is permitted by (a) this Agreement; and (b) any law, regulation or generally accepted practices or guidelines applicable in the country of which you are a citizen, in which you are a resident or from where you use the Services. You shall not use the Services or any Content (as defined) for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity that infringes the rights of Ultrahuman and/or others.

The Services are provided "AS IS" and “AS AVAILABLE” and to the extent permitted by law without any express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and freedom from computer virus or other harmful code. We do not warrant that any information provided by us on our Services is accurate, complete, or useful, that our Services will be operational, error free, secure, or safe, or that our Services will function without disruptions, delays, or imperfections.

You shall be solely responsible and liable for your use of the Services, including without limitation for any and all Content transmitted, streamed, communicated, recorded, received, and/or stored to or through the Services by you. To the extent that you choose to use any software applications provided by us in relation to the Services, you agree that you will promptly install all upgrades, bug fixes, patches, and other corrections relating to the Services made available by us.

We’re relentlessly improving our Services and creating new ones all the time. We at our sole discretion, at any time, with or without notice, and without any obligation or liability to you or any other party may suspend, terminate, limit, change, modify, downgrade, and/or update the Services (in whole or in part), including without limitation any feature, functionality, integration or component thereof.

The Services shall not, and is not intended to be used for any application where failure, interruption or malfunction may reasonably be anticipated to result in bodily injury, loss of life, or substantial damage to property and we shall not be liable for any claims, damages or loss which arise from such limitation.

The Services enable you to participate in group video chats with and send messages to other users. When you use the Services, you will be able to join a video chat with a user with whom you are connected on the Services (each a “Connection”).

You can add Connections by inviting them to connect on the Services. You may invite your contacts to join you and enjoy the Services. If you choose to invite one or more of your contacts using text messaging (SMS) or another communications app we may suggest content for the message (which you may be able to edit in certain instances). You may send invitations via the messaging functionality on your device or through text messages generated by the Services. If you choose to send such invitations, you represent to Ultrahuman that the recipients of such invitations have consented to receive such messages from you, and that those recipients do not consider such messages unwanted or unsolicited. Ultrahuman does not assure or undertake any obligations on behalf of the End-Users, including the Connections invited by you, who shall be entirely assessed and shortlisted by you. Ultrahuman neither makes any representation or warranty as to specifics (such as quality, performance, etc.) of the Connections using the Services.

 

Contacts

If you choose to import your personal contacts from your mobile device we will access your personal contacts in order to identify users that you may know that are using the Services and to provide other users with suggestions for potential connections based on mutual contacts

Content and Content Rights

For purposes of these Terms, (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are made available through the Services; and (ii) “End-user Content” means any Content that end-users (including you) create, or store on their devices, using the Services. Content includes without limitation End-user Content.

Content Ownership

Ultrahuman does not claim any ownership rights in the End-user-Content that you transmit on or through our Services. You represent and warrant that you own the End-user-Content posted by you on or through our Services or otherwise have the right to grant the necessary licenses for its use.

You further represent and warrant that you shall not host, display, upload, download, modify, publish, transmit, update or share any End-User Content on our Services which (i) violates the publicity rights, copyrights, contract rights or any other proprietary rights of any third party; (ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, slanderous, criminally inciting or invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986; (iii) harasses or advocates harassment of another person; (iv) engages in commercial activities and/or sales such as contests, barter, advertising or the buying or selling of products through our Services; (v) interferes with another End-User/Participant’s use and enjoyment of the Services; and (vi) violates our acceptable use policy.

Subject to the foregoing, Ultrahuman exclusively owns all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of India and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. You shall not use any of this proprietary information without the prior express written consent of Ultrahuman. Ultrahuman’s prior written consent means a communication coming from Ultrahuman’s legal department/authorised representative, specifically in response to your request, and expressly addressing and allowing the activity or conduct for which you seek authorization.

Rights in Content Granted by Ultrahuman:

Subject to your compliance with these Terms, Ultrahuman grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy and display the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes. If you print off, copy, use or download any part of the Content or Services in breach of these Terms, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Acceptable Use:

You agree to comply with the Acceptable Use Policy. Without limiting any other provisions of these Terms, you may not use our Services for any purpose that is unlawful or prohibited by these Terms, applicable laws and/or any applicable additional terms. Although we’re not obligated to monitor access to or use of the Services or review or edit any End-user Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to our Services, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any End-User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute End-Users who violate the law and these Terms. You understand that we have the right at all times to disclose any End-User Content (including the identity of the End-User/Participant providing information) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, we can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.

Your access and/or use of our Services may be terminated immediately, at our sole discretion, without notice to you, if you fail to comply with any provision of these Terms, applicable laws and/or additional terms, or for any other reason, or no reason. You expressly agree not to:

  1. Use any content embodied in or used in connection with the implementation, operation, maintenance, or hosting of our Services and all intellectual property rights embodied therein and all derivative works, improvements, updates, modifications, or translations thereof for any commercial purpose.
  2. Access, monitor or copy any content or information of our Services using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission.
  3. Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionate burden on our infrastructure.
  4. "frame," "mirror" or otherwise incorporate any part of our Website or Software into any other website without our prior written permission.

Rights in Services Granted by Ultrahuman:

Subject to your compliance with these Terms, Ultrahuman grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable licence to access and use the Services. This licence is for the sole purpose of letting you use and enjoy the Services’ benefits in a way that these Terms and our usage policies, such as our Acceptable Use Policy, allow, solely for your own personal non-commercial purposes. Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings. You may not copy, modify, distribute, sell, or lease any part of our Services. Nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so. Services may be used for private, non-commercial uses only. For the avoidance of doubt, the grant of rights hereunder shall not authorize access to the Content by End Users in commercial premises or other non-private settings, and Ultrahuman shall monitor any suspicious activity and enforce these Terms in respect of the same.

Advertisements:

The Services may contain advertisements. In consideration for Ultrahuman letting you access and use the Services, you agree that we and our affiliates, and our third-party partners may place advertising on the Services, including personalised advertising based upon the information you may provide us or we may collect or obtain about you. Advertising may sometimes appear near, between, over, or in your End-user Content.

Beta Services:

We may, from time to time, offer access to services that are classified as Beta version. We make no representations that a Beta version will ever be made generally available and reserve our right to discontinue or modify a Beta version at any time without notice, in our sole discretion. Beta versions are provided AS IS, may contain bugs, errors or other defects, and your use of a Beta version is at your sole risk.

Privacy:

Please refer to our Privacy Policy that provides information on how we treat your personal data and protect your privacy when you access and use the Services. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

Indemnity:

You agree to indemnify and hold harmless Ultrahuman, and our Directors, officers, vendors and employees from and against any losses, damages, fines and expenses (including reasonable attorneys’ fees), arising out of or relating to:

  1. any claims made by any third party due to or arising out of any material or information posted, provided, transmitted or otherwise made available by you on our Services;
  2. in violation of any applicable law, or by your violation of the rights of another;
  3. your access to or use of our Services, including information provided in connection therewith;
  4. your breach or alleged breach of these Terms, the Privacy Policy and the Acceptable Use Policy ;
  5. any misrepresentation made by you;
  6. any other claim related to your use of our Services.

You will cooperate as fully as required by us in the defence or settlement of any claim.

Disclaimers:

You understand and agree that the Services, and any other information you learn from Ultrahuman are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical care. Not all activities described on the Services are suitable for everyone. Do not use the Services while driving, operating heavy machinery, or performing other tasks that require attention and concentration. You understand and agree that you are solely responsible for your use of the Services. You agree that the Services offered herein, by their very nature, include certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries and/or any kind of losses. You hereby assert that your participation is voluntary and that you knowingly assume all such risks and hence hereby release Ultrahuman, and its officers, employees, affiliates of all liability arising out of such aforementioned risks.

Ultrahuman, its staff and/or its Directors will not be held responsible for any misleading, false or otherwise injurious information and advice communicated through our Services, or for any results obtained from the use of such information or advice. We will not be liable for any loss or damage suffered by an End-User through the End-User’s reliance on information and advice gained through End-user Content transmitted on our Services.

Ultrahuman takes no responsibility and assumes no liability for any content that you, another End-User, or a third party creates, sends, receives, or stores on or through our services. You understand and agree that you may be exposed to content that might be offensive, illegal, misleading, or otherwise inappropriate, none of which Ultrahuman will be responsible for.

You further acknowledge that when you access a link that leaves our platform, the site you will enter into is not controlled by us and different terms of use and privacy policy may apply. By accessing links to other sites, you acknowledge that we are not responsible for those sites. We reserve the right to disable links to and / or from third-party sites to our Services, although we are under no obligation to do so.

Limitation of Liability:

YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS, SHALL, IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER LOSS OR DAMAGE WHATSOEVER, INCLUDING LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS OR DAMAGES ARISING FROM: (A) YOUR USE, OR INABILITY TO USE OUR SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER END-USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS ORUSE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Dispute Resolution

If any dispute arises between you and Ultrahuman during your use of the Services or thereafter, in connection with and arising from your use or attempt to use Services (the “Dispute”), the Dispute shall be referred to arbitration by a single arbitrator who shall be nominated and appointed by Ultrahuman, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”). The said person shall be a professionally qualified individual of standing and repute. The seat and venue of arbitration shall be Bengaluru, Karnataka, India. The arbitration proceedings shall be in the English language. The said arbitration proceedings shall be governed and construed in accordance with the Arbitration and Conciliation Act, 1996 and modifications thereof as in force at the relevant time. You will also have the right to litigate any other Dispute if you provide Ultrahuman with written notice of your desire to do so by email at legal@ultrahuman.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Ultrahuman with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Ultrahuman with an Arbitration Opt-out Notice, will be the courts of Bengaluru, Karnataka, India and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Ultrahuman with an Arbitration Opt-out Notice, you acknowledge and agree that you and Ultrahuman are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding in any other territory of the world. Further, unless both you and Ultrahuman otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

 

Jurisdiction:

Our Services may be controlled and operated through any country and may be subject to the laws of that country in which they are controlled and operated. If you use the Services from any location, then, you are responsible for compliance with the local laws applicable to you. These Terms are governed and construed in accordance with the laws applicable in India. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Bengaluru, Karnataka, India, in all disputes arising out of or relating to the use of our Services. Use of our Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms. You and Ultrahuman agree that any cause of action arising out of your use of the Services must be commenced within 3 (three) months after the cause of action accrues or you become aware of the facts giving rise to the cause of action, whichever is later. Otherwise, such cause of action shall be permanently barred.

Miscellaneous:

  1. The section titles and other headings in these Terms are for convenience only and have no legal or contractual effect.
  2. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
  3. If any provision of these Terms is unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
  4. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise.
  5. You will not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent.
  6. We will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control (“Force Majeure”).

Feedback:

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at legal@ultrahuman.com.You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. If you have any questions about these Terms or the Services or Products, please contact Ultrahuman at legal@ultrahuman.com.

These Terms are effective and were last updated on 26th August, 2020.

Ultrahuman Healthcare Private Limited  is located at 1st Floor, Gopalakrishna Complex #45/3, Residency Road Bangalore 560025, India.