INTRODUCTION

1. The domain name www.vyli.health, an internet based portal and VYLI COMPANION a mobile application, is operated by SPARCOLIFE DIGITAL HEALTHCARE TECHNOLOGIES PRIVATE LIMITED, a company duly incorporated under the provisions of the Companies Act, 2013 (hereinafter referred to as “Sparcolife” or “We” or “Our” or “Us” or “Company”) having registered office at Foundation for Sandbox startups, next to Airport, Gokul Road, Opposite Gokul Village Hubli Dharwad KA 580030 IN, 29ABECS7007H1Z7 - GSTIN and ABECS7007H - PAN. The website/webapp and the mobile application are collectively referred to as the “Website”.
2. The following terms and conditions (hereinafter referred to as Terms and Conditions), along with the applicable policies referred to, govern your access to/usage of the Website AND APP. These Terms and Conditions constitutes a legal and binding contract between you (hereinafter referred to as “You” or “Your” or the “User”) on one part and Sparcolife on the other Part.
3. Your accessing the Website (hereinafter collectively known as Usage) amounts to Your agreement to be bound by these Terms and Conditions. Further, acceptance of these Terms and Conditions, whether express or implied, also amounts to acceptance of Our Policies, and such other rules, policies, and guidelines, as are applicable under any law in India for usage of the Website. Access to third party websites, navigated through Our Website, may be governed by the terms and conditions and policies specified in that Website.
4. THE PROSPECTIVE CLIENT MAY CHOOSE ANY OF THE THREE WAYS AS DESCRIBED BELOW TO AVAIL THE SERVICES OFFERED BY SPARCOLIFE: A. BY DOWNLOADING VYLI APP AND CONTACT THE TEAM; B. BY APPROACHING A CLINIC OR HOSPITAL HAVING ARRANGEMENT WITH SPARCOLIFE TO REFER PATIENTS TO VYLI FOR THE PURPOSE OF AVAILING CONTEMPLATED SERVICES.
5. THE SERVICE PROVIDERS INCLUDE DOCTORS, PSYCHOLOGISTS, YOGA THERAPISTS AND CLINICAL NUTRITIONISTS.
6. WHEN THE CLIENT APPROACHES SPARCOLIFE EITHER THROUGH WEBSITE OR VYLI APP OR CONTACTING VYLI TEAM, THE CLIENT IS ASKED TO TAKE A SCREENING. BASED ON SUCH REPORT SPARCOLIFE ASSIGNS THE EXPERT DOCTOR OR SERVICE PROVIDER FOR THE NEXT PROCESS WHICH INCLUDES ASSESSMENT AND THERAPY.
7. We reserve the right to unilaterally change/modify these Terms and Conditions and/or any policy or guideline applicable for Your Usage of this website, at any time. The revised Terms and Conditions/policies/guidelines shall come into effect immediately upon being posted on the Website. Your continued use of the Website will amount to Your acceptance of the revised Terms and Conditions/policies/guidelines.
8. You must be 18 (eighteen) years of age or older to use or visit the Website in any manner. By visiting the Website or accepting these Terms and Conditions, you represent and warrant to Sparcolife, that You are 18 (eighteen) years of age or older, and that You have the right, authority and capacity to use the Website and agree to and abide by these Terms and Conditions.
9. These Terms and Conditions is published in compliance of, and is governed by the provisions of Indian laws, including but limited to:
   • the Indian Contract Act, 1872 (“Contract Act”);
   • the (Indian) Information Technology Act, 2000 (“IT Act”) and the rules, regulations, guidelines and clarifications framed thereunder, including the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011, and the (Indian) Information Technology (Intermediaries Guidelines) Rules, 2011 (“IG Guidelines”);
   • the Consumer Protection Act, 2019 and Consumer Protection (E-Commerce) Rules, 2020.
10. Your Usage of the Website AND APP is authorized by Sparcolife, only as far as such Usage is in accordance with these Terms and Conditions.
11. Compliance with these Terms and Conditions would entitle You to a personal, non-exclusive, non-transferable, limited privilege of usage of the Website AND APP.
12. These Terms and Conditions constitute an electronic record in terms of the IT Act and rules framed there under, as applicable and amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures.

ELIGIBILITY

1. You are required to register in line with the procedure specified by Sparcolife for the purpose, in order to avail the Services offered on the Website. The following information may be collected from You, by Us before/during/after the registration process: Name, User ID, Email address, Address (including country and ZIP/ postal code), Gender, Age, Phone number, Password chosen by the User, Valid financial account information and other details as you may volunteer.
2. Only natural persons, who are not ‘incompetent to contract’ under the Contract Act, are eligible for Usage of the Website AND APP. Your Usage of the Website AND APP would amount to Your representing and warranting to Us, that you are ‘competent to contract’ under the Contract Act and have the right, authority and capacity to use the Website and agree to and abide by these Terms and Conditions.
3. A registered id may not be used by multiple persons, and only such person whose details have been provided during the registration, may use it. However, a registered user may use his/her registered id to use the Website on behalf of a person incompetent to contract, provided that, the registered user is such person’s parent or a legal guardian.
4. You agree and acknowledge that You would (i) create only 1 (one) account; (ii) provide accurate, truthful, current and complete information when creating Your account and in all Your dealings through the Website; (iii) maintain and promptly update Your account information; (iv) maintain the security of Your account by not sharing Your password with others and restricting access to Your account and Your computer; (v) promptly notify Sparcolife if You discover or otherwise suspect any security breaches relating to the Website; and (vi) take responsibility for all the activities that occur under Your account and accept all risk of unauthorized access.
5. The Website uses temporary cookies to store certain data (that is not sensitive personal data or information) that is used by Sparcolife for the technical administration of the Website, research and development, and for User administration. In the course of serving advertisements or optimizing services to You, Sparcolife may allow authorized third parties to place or recognize a unique cookie on the Your browser. Sparcolife does not store personally identifiable information in the cookies.
6. Sparcolife, at its sole discretion, reserves the right to permanently or temporarily suspend Users, to bar their use and access of the Website and App, at any time while Sparcolife investigates complaints or alleged violations of these Terms and Conditions or any Services, or for any other reason.

USE OF SERVICES AND THE WEBSITE

1. Advertising Policy for the Website-
   • Content from third party advertisers shall be clearly labelled as “Sponsored”.
   • Third Party Advertisers are required to ensure that their advertisements are in accordance with the applicable laws, including, but not limited to the Consumer Protection Act, 2019, the Drugs and Cosmetics Act, 1940, the Drugs and Magical Remedies (Objectionable Advertisements) Act, 1954.
   • Sparcolife reserves the right to refuse publication of an advertisement on the Website, with or without reason.
   • Sparcolife also reserves the right to remove any advertisement from the website in case it is found to be in breach of any law applicable in India.
   • All advertisements are subject to review by Sparcolife, and Third-Party Advertisers may be asked to modify their advertisements and provide factual proof for any claim made in their advertisements.
   • All responsibilities and liabilities arising out of any claim made in any advertisement on the Website shall lie solely on the Third-Party Advertiser, and not on Sparcolife.

Editorial Policy for the Website

• Sparcolife also acts as an information platform and provides healthcare related information, aimed at the general public. This information is not intended, and must not, be construed as medical advice replacing that of medical professionals. The Website contains Third Party Service Providers’ content (“Third Party Content”) as well as original content provided by Sparcolife (“Sparcolife Content”) (collectively “Content”).
• Sparcolife Content is subject to the following rules/ information:
  1. Sparcolife Content is original and is relevant to the general public;
  2. Topics for Sparcolife Content are selected by the editorial board;
  3. Any potential conflict of interest with any Third-Party Service Provider has to be disclosed;
  4. The editorial staff shall be responsible for the accuracy and authenticity of the contents of Sparcolife Content; and
  5. Sparcolife’s editorial board consists of: Dr. Archana, Dr. Reshu, Mr. Ashutosh Dwivedi and Mr. Prateek Waghmare.
  6. Third Party Content shall be published subject to review by Sparcolife’s editorial board. Such content must be original and must not infringe upon any third party’s intellectual property rights.

OTHER TERMS

1. Your Profile, Collection, Use, Storage and Transfer of Personal Information:
   • Your Vyli profile will store a record of Your Consultations and Your personal health information. Expert notes, personal schedule.
   • You agree to provide accurate information for the creation of Your profile, and also to periodically update such information whenever there are any changes. Sparcolife reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Website according to its internal record retention and/or destruction policies.
   • The responsibility to provide accurate personal information lies solely with You, and Sparcolife shall not be responsible for verifying the veracity of the same.
   • Your consent for storage of certain information, and their submission to appropriate authorities including internal members, if required, is provided in the Privacy Policy.
   • You shall be responsible for maintaining the confidentiality of details of Your account, and Sparcolife shall not be held liable for failure to do so, on Your part.
   • You shall be responsible for all uses of Your account, whether authorized by you, or not. You are required to immediately contact Sparcolife, in case of any unauthorized third-party usage of Your account.
   • In case You provide false, inaccurate, and incomplete information, or Sparcolife has reason to believe that You have done so, Sparcolife reserves the right to suspend or terminate Your account at its sole discretion.
   • By accepting these Terms and Conditions and by registering on the Website, you consent to be contacted by Us and/or by our third-party service providers. You further consent to receive Calls, emails and messages (SMS) notifications and information from Us including for promotions, discount and/or other service delivery related issues.
2. Payment, Fees and Taxes
   • Sparcolife is in no way responsible for any of the taxes except for its own income tax.
   • Payment of any fees for the Services may be made online, through the facility provided on the Website. The Third-Party Service Providers are required to process online fee payment. Sparcolife shall not be held responsible for any loss or damage caused to User/ Third Party Service Providers during this process as these third parties are beyond the control of Sparcolife.
   • Sparcolife reserves the right to modify the fee structure by providing on the Website which shall be considered as valid and agreed communication.
   • In order to process the payments, Sparcolife might require details of User’s/ Third Party Service Providers’ bank account, credit card number etc.
   • Available payment methods: Credit Card, Debit Card, Net banking, UPI, Wallets, Cheque, DD etc.
   • Details, including contact information of all payment service providers: Razor pay
   • Security details in relation to payment methods: TLS Encryption (EV SSL), PCI-DSS Compliant, Tokenization (cards), 2FA, Fraud Prevention.
3. Covenants
   • Covenanters for the purposes of these Terms and Conditions shall include the Users.
   • Each Covenanter undertakes that it shall not do any act or post, display, upload, modify, publish, transmit, update or share any information that –
     • the Covenanter neither owns, nor has permission to use;
     • violates any law for the time being in force;
     • Is grossly harmful, insulting or harassing on the basis of gender, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy including bodily privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
     • impersonates another person;
     • infringes any patent, trademark, copyright or other proprietary rights;
     • deceives or misleads the addressee about the origin of such messages or knowingly and intentionally communicates any information that is patently false or misleading in nature but may reasonably be perceived as a fact;
     • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
     • is prohibited under applicable law(s) for the time being in force including Drugs Act read with the Drugs Rules, the Drugs and Magic Act, the Indian Penal Code, 1860, as amended from time to time and rules made there under;
     • is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; and
     • threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
4. You are also prohibited from:
   • violating or attempting to violate the integrity or security of the Website or any Sparcolife Content;
   • transmitting any information (including job posts, messages and hyperlinks) on or through the Website that is disruptive or competitive to the provision of Services by Sparcolife;
   • intentionally submitting on the Website any incomplete, false or inaccurate information;
   • making any unsolicited communications to other Covenanters;
   • using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Website;
   • attempting to decipher, decompile, disassemble or reverse engineer any part of the Website;
   • copying or duplicating in any manner any of the Sparcolife Content or other information available from the Website; and
   • framing or hotlinking or deep linking any Sparcolife Content.
5. Sparcolife reserves the right to immediately terminate the access or usage rights of the Covenanter to the Services and to remove noncompliant information, in case of non-compliance with any applicable law(s), rules or regulations, or these Terms and Conditions or the Privacy Policy by a Covenanter.
6. Liability
   • Sparcolife shall not be liable, in any manner, to the Users for any losses, damage, injuries or expenses incurred by Other Parties as a result of any disclosures made by Sparcolife, provided that such disclosures have been consented to by the Other Parties. Further, in case of revocation of consent by the Other Parties to disclosure of information, Sparcolife shall not be responsible or liable, in any manner, for any losses, damage, injuries or expenses incurred by the Other Parties as a result of any disclosures made by Sparcolife prior to its actual receipt of such revocation.
   • The Services provided by Sparcolife or any of its licensors or providers are provided ‘as is’, as available, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). Sparcolife does not provide or make any representations, warranties or guarantees, express or implied about the Website or the Services. Sparcolife does not verify any content or information provided by the Other Parties on the Website and to the fullest extent permitted by applicable law(s), disclaims all liability arising out of the Other Parties’ use or reliance upon the Website, the Services, the Sparcolife Content, Third Party Contents, representations and warranties made by the Other Parties on the Website or any loss arising out of the manner in which the Services have been rendered.
   • The Website may be linked to the website of third parties, affiliates and business partners. Sparcolife has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such websites or made available by/through the Website. Inclusion of any link on the Website does not imply that Sparcolife endorses the linked website. Other Parties may use the links and these services at their own risk.
   • Users accept and acknowledge that Sparcolife does not provide any representation or give any guarantee or warranty (whether express or implied) about the Website or any of the Services offered.
   • To the maximum extent permitted by applicable law(s), Sparcolife, its affiliates, independent contractors, service providers, consultants, licensors, agents, and representatives, and each of their respective directors, officers or employees (“Protected Entities”), shall not be liable for any direct, indirect, special, incidental, punitive, exemplary or consequential damages, or any other damages of any kind, arising from, or directly or indirectly related to, (i) the use of, or the inability to use, the Website or the content, materials and functions related thereto; (ii) User's provision of information via the Website; even if such Protected Entity has been advised of the possibility of such damages.
   • In no event shall the Protected Entities be liable for, or in connection with, (i) the provision of, or failure to provide, all or any products or service by a Third Party Service Provider to any User; or (ii) any comments or feedback given by any of the Users in relation to the goods or services provided by any Third Party Service Providers; or (ii) any content posted, transmitted, exchanged or received by or on behalf of any User, Third Party Service Providers or other person on or through the Website.
   • Sparcolife shall not be liable in relation to the validity of the medical advice provided by the Service Providers and the validity and legality of the e-prescription for dispensation of medicines and conduct of diagnostic tests. All liabilities arising out of any wrong diagnosis of medical condition by the Service Providers and/ or arising from the e-prescription will be of the concerned Service Providers.
   • Users shall share information with the Service Providers at their own risk. Sparcolife reserves the right to retain such information for the purpose of providing Services to the Users.
   • Sparcolife shall not be held liable for any loss arising out of its decision to allot Users’ queries to specific Service Providers. However, in no event the Protected Entities shall be held liable for the losses attributable to such decision making and in no event shall the Protected Entities be liable for any Consultation provided and/or e-prescription issued by the Medical Expert by using the interface of online medical consultancy.
   • In no event shall the total aggregate liability of the Protected Entities to any Other Parties for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to negligence, strict liability, product liability or otherwise) arising from these Terms and Conditions or any Other Parties’ use of the Website AND OR APP exceed an aggregate amount of INR 1000/- (Indian Rupees One Thousand only).
   • In no event shall the Protected Entities be liable for failure on the part of the Users or Third-Party Service Providers to provide agreed services or to make himself/herself available at the appointed time, cancellation or rescheduling of appointments. In no event shall the Protected Entities be liable for any comments or feedback given by any of the Users in relation to the services provided by a Third-Party Service Providers.
7. Indemnity

   The Covenanters agree to defend, indemnify and hold harmless Sparcolife, the Protected Entities, independent contractors, service providers, consultants, licensors, agents, and representatives, and each of their respective directors, officers and employees, from and against any and all claims, losses, liability, damages, and/or costs (including, but not limited to, reasonable attorney fees and costs) arising from or related to:

   • Covenanters’ access to or use of Website AND APP;
   • Covenanters’ violation of these Terms and Conditions or any applicable law(s);
   • Covenanters’ violation of any rights of another person/ entity, including infringement of their intellectual property rights; or
   • Covenanters’ conduct in connection with the Website AND APP.
8. Modification of Website

   Sparcolife reserves the right to modify or discontinue, temporarily or permanently, the Website or any features or portions thereof without prior notice. Other Parties agree that Sparcolife will not be liable for any modification, suspension or discontinuance of the Website or any other part thereof.

9. Intellectual property rights

   Unless otherwise identified and specified, all the intellectual property contained in the Website shall remain the exclusive property of Sparcolife. They may not be reproduced, copied, modified, distributed, sold, or transmitted in any other form, without permission.

10. Compliance of Applicable Law

    All transactions/communications between and among the Other Parties (and Sparcolife) are required to be in accordance with the provisions of Contract Act, IT Act, IG Guidelines, Drugs Act read with the Drug Rules, Drugs and Magic Act, The Indian Medical Council Act, 1956 read with the Indian Medical Council Rules, 1957, Pharmacy Act, Consumer Protection Act, 1986, SPI Rules, etc (“Captioned Laws”). as well as all other laws for the time being in force, and ensure due payment of applicable taxes.

Termination

1. The provisions of these Terms and Conditions shall continue to apply until terminated by either of the Parties as set forth below:
   1. In case of Other Parties wanting to terminate these Terms and Conditions, Other Parties may do so by:
      1. not accessing the Website; or
      2. closing their accounts for all of the Services that they use.
      3. Sparcolife reserves the right to, at any time, and with or without notice, terminate these Terms and Conditions against each of the Users or the Third-Party Service Providers or the Other Parties as a whole, if there is:
      4. breach any of applicable law(s), including but not limited to the Captioned Laws or the provisions of these Terms and Conditions or the terms of the Privacy Policy or any other terms, conditions, or policies that may be applicable to the Other Parties from time to time (or have acted in a manner that clearly shows that Other Party(s) do not intend to, or are unable to, comply with the same); or
      5. Sparcolife is unable to verify or authenticate any information provided to Sparcolife by Other Party(s); or
      6. Sparcolife believes, in its sole discretion, that Other Party(s) actions may cause legal liability for Sparcolife (or any of its affiliates, independent contractors, service providers, consultants, licensors, agents, and representatives) or are contrary to the interests of the Website; or
      7. Sparcolife is required to do so by law; or
      8. if Other Party(s) fail to provide (or after providing such consent, later revoke) the consents necessary or desirable for Sparcolife to provide the Services to the Other Party(s); or
      9. The provision of the Services to the Other Party(s), or to the general public, is in Sparcolife’s opinion, no longer commercially viable; or
      10. Sparcolife has elected to discontinue, with or without reason, access to the Website or the Services (or any part thereof).
2. Sparcolife also reserves the right to terminate or suspend (temporarily or permanently) all or a portion of Other Party(s) account or access to the Services, with or without reason. Except as may be set forth in any of the terms applicable to a particular Service, termination of Other Party(s) account may include: (i) removal of access to all offerings within the Website or with respect to the Services; and (ii) barring Other Party(s) from further use or access of the Website or of any of the Services.
   1. The Other Party may not be allowed to continue its use of the website under the same account or a different account, once its account is terminated.
   2. Upon termination of these Terms and Conditions, Sparcolife shall have no obligation to maintain or provide any of Other Party(s) data and may thereafter, unless legally prohibited, delete all of Other Party(s) data in its systems or otherwise in its possession or under its control, including but not limited to Other Party(s) personal information, log-in ID and password, order details (including any prescriptions uploaded) and all related information, files and materials associated with or inside Other Party(s) account (or any part thereof).
   3. Sparcolife reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of the Other Party(s) content from the Website with or without ability to access the Website and the other Services, upon any breach by the Other Party(s) of these Terms and Conditions or if Sparcolife is unable to verify or authenticate any information the Other Party(s) submits to Sparcolife, or if the Other Party(s) fail to provide (or after providing such consent, later revokes) the consents necessary or desirable for Sparcolife to provide the Services to the Other Party(s).
   4. The right to terminate/ suspend the account is in addition to, and without prejudice to, Sparcolife’s right to initiate action against the Other Party(s), in accordance with applicable law.

Force Majeure

Governing Law and Dispute Resolution

Survival

Severability

Waiver

Headings

Rating information

Contact Information