Draft — pending legal review. The final wording of this policy is being finalised with qualified counsel. The structure below reflects what the published policy will cover.
DRAFT — pending legal review. Not legal advice.
VAMS BIOME — Professional-Use Terms
These Professional-Use Terms ("Terms") govern access to and use of VAMS BIOME
services, reports, portals and application programming interfaces ("APIs") by
clinicians, laboratories, researchers, wellness practitioners and other
professional or institutional users (each a "Professional", "you" or "your").
These Terms are entered into with VAMS BioInnovation Private Limited ("VAMS", "the Company",
"we", "us" or "our"), an India-incorporated private limited company with its
registered office at Plot No. 59, A-12-4-1, Near Matha Towers, K P Nagar, Benz Circle, Vijayawada, Andhra Pradesh 520008, India. VAMS is the sole contracting
entity for the services described here.
By registering for a professional account, accessing the professional portal or
API, or ordering, generating, downloading or relying on any VAMS output in a
professional capacity, you accept these Terms on your own behalf and on behalf of
the organisation you represent. If you do not accept them, do not use the
services.
These Terms are a business-to-business ("B2B") agreement between VAMS and a
professional or organisation. They are distinct from any consumer-facing terms
that apply to individuals who purchase VAMS services for personal use.
1. Eligibility and professional responsibility
1.1 To use the services in a professional capacity, you confirm that:
you are acting in the course of a profession, trade, business, laboratory
operation, research activity or institution, and not as a consumer;
you hold any registration, licence, qualification, ethics approval or
institutional authorisation required in your jurisdiction to carry out the
activities for which you use VAMS outputs;
the individual accepting these Terms is authorised to bind the organisation on
whose behalf they act; and
your use of the services complies with all laws, professional codes of conduct
and regulatory obligations that apply to you.
1.2 You remain solely and independently responsible for all professional
judgements, clinical or research decisions, communications with your own clients
or patients, and any advice, care or interpretation you provide. VAMS does not
practise medicine, does not provide healthcare, does not supervise your practice
and does not enter into any clinician–patient or practitioner–client relationship
with your clients.
1.3 You are responsible for keeping your professional knowledge current and for
applying independent expertise when interpreting or acting on any VAMS output.
2. Nature of VAMS outputs — research and educational only, non-diagnostic
2.1 VAMS reports, scores, profiles, visualisations and associated content
(together, "Outputs") are informational, research and educational in nature
and are oriented toward wellness and scientific understanding of the microbiome.
2.2 Outputs are not diagnostic. They are not a medical device output, not a
laboratory diagnostic result, and not a determination of any disease or medical
condition. A VAMS microbiome score or profile does not diagnose, rule out, treat,
prevent, monitor or predict any disease, disorder or medical condition.
2.3 **Outputs must NOT be used as the sole basis for any clinical diagnosis,
treatment decision, prescription or medical intervention.** Any clinical use must
be founded on the Professional's independent examination, validated diagnostic
testing where appropriate, clinical history and professional judgement.
2.4 **Outputs must NOT be presented to a patient or client as a diagnostic result,
a medical test result, or as confirming or excluding any disease.** If you share
an Output with a client, you must clearly convey that it is research/educational
and non-diagnostic.
2.5 VAMS is not described as, and does not hold itself out as, a laboratory, an
accredited laboratory, a healthcare provider, a diagnostic provider, a regulated
medical-device manufacturer, or a holder of regulatory approval. Any sample
handling or processing is performed at Samples may be processed by qualified third-party laboratories in India or another location disclosed to the customer before sample submission or processing. The specific processing laboratory and country will be identified in the order documentation or test report where applicable. with
VAMS BioInnovation Private Limited is not itself represented as an accredited clinical laboratory. Laboratory accreditation, quality certification and permitted testing scope vary by processing partner and will be disclosed for the applicable service. No accreditation should be inferred unless expressly stated and independently verifiable., and you should independently verify suitability for
your intended use.
2.6 Outputs may be generated using evolving scientific methods and models.
Reference ranges, methodologies and interpretations may change over time, and
Outputs reflect the state of knowledge and the methods in use at the time of
generation.
3. Your duties as a Professional
When using VAMS services with or in relation to your own clients, patients or
research subjects, you agree that you will:
3.1 Obtain informed consent. Obtain valid, informed and, where required,
documented consent from each of your clients, patients or research subjects
before collecting samples, submitting data, generating Outputs or sharing Outputs
with them. Where your activity is research, obtain any necessary ethics-committee
or institutional review board approval.
3.2 Handle personal data lawfully. Collect, use, disclose and retain personal
data and health information lawfully, fairly and only for purposes for which you
have a lawful basis and appropriate consent, in accordance with all applicable
data-protection laws.
3.3 Meet your DPDP obligations. Where India's Digital Personal Data Protection
Act, 2023 ("DPDP Act") applies to your processing, you are responsible for your
own obligations as a Data Fiduciary (or equivalent) in respect of your clients'
personal data — including providing notice, obtaining consent that is granular,
informed, affirmative and unbundled, honouring data-principal rights, and
maintaining security safeguards. Consent that your client gives you is separate
from any consent required for optional uses (such as marketing, longitudinal
profiling, algorithm development, commercial research, biobank retention, sharing
with research collaborators, or future unspecified research); you must not bundle
or presume such consent.
3.4 Not overstate Outputs. Not describe, market or represent VAMS Outputs as
diagnostic, as a medical test, or as capable of diagnosing, ruling out, treating,
preventing or predicting any disease. Not make claims about VAMS Outputs that VAMS
itself does not make, and not attribute unvalidated clinical significance to a
microbiome score or profile.
3.5 Communicate limitations. Accurately convey to your clients the
research/educational, non-diagnostic nature and known limitations of Outputs.
3.6 Use appropriate collection and handling. Follow all provided instructions
for sample collection, storage, labelling and shipment, and any portal or API
usage guidance.
3.7 Supervise your personnel. Ensure that anyone in your organisation who
accesses the services does so in compliance with these Terms.
3.8 You will indemnify VAMS against third-party claims arising from your breach of
this Section 3, subject to the liability provisions in Section 8 and to any
liability that cannot lawfully be limited.
4. Portal and API acceptable use
4.1 Access to the professional portal and API is granted under a limited,
non-exclusive, non-transferable, revocable right to use them for your permitted
professional activities in accordance with these Terms and any applicable
Acceptable Use Policy (which is incorporated by reference; where these Terms
and the Acceptable Use Policy conflict on a matter of platform conduct, the
Acceptable Use Policy governs).
4.2 You must keep account credentials and API keys confidential, use them only
within your organisation, and notify us promptly of any suspected compromise. You
are responsible for activity under your credentials.
4.3 You must not, and must not permit others to:
exceed published rate limits or documented usage parameters, or circumvent
technical controls, quotas or authentication;
probe, scan, overload, disrupt or attempt to gain unauthorised access to the
services or related systems;
reverse engineer, scrape at scale, or extract data other than as expressly
permitted;
use the services to build a competing product or to train models on VAMS
Outputs without our prior written consent;
upload unlawful, infringing or malicious content, or personal data you have no
lawful basis to submit; or
resell, sublicense or provide the portal or API to third parties except as
expressly permitted in writing.
4.4 We may modify, deprecate, rate-limit, suspend or discontinue portal or API
features, and may suspend access where we reasonably believe use threatens
security, breaches these Terms or the Acceptable Use Policy, or is unlawful. We
will use reasonable efforts to give notice where practicable.
5. Data protection and confidentiality
5.1 Roles. In respect of personal data relating to your clients, you determine
the purposes and means of processing for your professional activity and act as the
controller / Data Fiduciary (or equivalent). Where VAMS processes such personal
data on your instructions to deliver the services, VAMS acts as a processor / Data
Processor for that purpose. In respect of personal data VAMS collects for its own
purposes (for example, account administration), VAMS acts as controller. The
parties will enter into a data-processing agreement where required by law.
5.2 DPDP and applicable law. Each party will comply with the DPDP Act and
other applicable data-protection laws in respect of its own role. VAMS will apply
reasonable technical and organisational security safeguards appropriate to the
risk, and will process personal data submitted through the services in accordance
with its published privacy notices and any applicable data-processing agreement.
5.3 Sub-processors. VAMS may engage sub-processors (including
https://www.vamsbiome.com/legal/subprocessors) to support the services and will impose materially
equivalent data-protection obligations on them.
5.4 Data-principal rights and grievances. VAMS will provide reasonable
assistance, taking into account the nature of processing, to help you respond to
requests from your clients to exercise rights such as access, correction, erasure,
withdrawal of consent, nomination and grievance redressal, and to complaints made
to the Data Protection Board of India or other Ministry of Corporate Affairs; Ministry of Electronics and Information Technology; Data Protection Board of India; Department of Consumer Affairs and Central Consumer Protection Authority; and, depending on the product or claim, CDSCO, FSSAI, relevant State authorities and other competent regulators., to the
extent VAMS acts as processor. Data-protection queries may be directed to
privacy@vamsbiome.com.
5.5 Confidentiality. Each party will keep the other's non-public information
confidential, use it only to perform or receive the services, and protect it with
reasonable care. This does not apply to information that is public through no
breach, independently developed, lawfully received from a third party, or required
to be disclosed by law (with notice where lawful). Confidentiality obligations
survive termination.
5.6 Retention. Samples and data are retained in accordance with VAMS
retention practices — samples for Unless a different period is disclosed and consented to, residual biological samples will normally be destroyed within 30 days after the final report is issued. Samples may be retained longer only for necessary repeat testing, quality investigation, legal requirements or separately consented research. and personal data
for Retention depends on the record type and purpose. Generally: order, invoice and statutory business records for up to 8 years; identifiable microbiome test data and reports for up to 3 years after report delivery or account closure; raw sequencing files for up to 12 months after report delivery; support records for up to 3 years; and consent records for as long as necessary to demonstrate compliance. Data may be retained longer where required by law, litigation hold or explicit research consent, and may be deleted or anonymised earlier when no longer necessary. — subject to legal requirements and any
data-processing agreement.
6. Intellectual property and licence to use Outputs
6.1 VAMS IP. VAMS and its licensors own all intellectual property rights in
the services, the portal, the API, the report templates, the scoring
methodologies, models, software and all underlying content. No rights are granted
except as expressly stated.
6.2 Licence to you. Subject to your compliance with these Terms and payment of
applicable fees, VAMS grants you a limited, non-exclusive, non-transferable,
non-sublicensable, revocable licence to access, download, store and use the
Outputs generated for your clients **solely for your own professional practice or
research** — namely, to interpret and discuss Outputs with the relevant client,
maintain records, and support your permitted professional or research activities.
6.3 Restrictions. Except as expressly permitted, you must not resell,
redistribute, publish, sublicense or commercially exploit Outputs, VAMS templates
or VAMS branding; remove or alter proprietary notices, disclaimers or the
non-diagnostic labelling on Outputs; present VAMS Outputs as your own laboratory
result; or use VAMS names, logos or marks without prior written consent. When you
share an Output, you must preserve its non-diagnostic, research/educational
framing.
6.4 Your content. You retain rights in data and materials you submit. You grant
VAMS the rights necessary to process that data to provide the services and, only
where you or your client have given the relevant separate and unbundled consent,
for any optional purpose. VAMS will not use identifiable client data for optional
purposes (such as research, longitudinal profiling or algorithm development)
without the appropriate separate consent.
6.5 Feedback. If you give VAMS feedback or suggestions, VAMS may use them
without restriction or obligation.
7. No warranty of fitness for clinical use
7.1 The services and Outputs are provided "as is" and "as available". To the
maximum extent permitted by law, VAMS disclaims all implied warranties and
conditions, including merchantability, satisfactory quality, and fitness for a
particular purpose.
7.2 **VAMS gives no warranty that the services or Outputs are fit, validated or
authorised for clinical, diagnostic or medical use**, and no warranty that Outputs
are accurate, complete, error-free, uninterrupted, or suitable as a basis for any
clinical or treatment decision. You are responsible for determining whether an
Output is suitable for your intended professional purpose.
7.3 VAMS does not warrant that the portal or API will be uninterrupted or that
defects will be corrected, though VAMS will use reasonable efforts to maintain
availability.
7.4 Nothing in this Section excludes any warranty, condition or right that cannot
lawfully be excluded.
8. Liability
8.1 Excluded losses. To the maximum extent permitted by law, and subject to
Section 8.3, VAMS is not liable for any indirect, incidental, special,
consequential, exemplary or punitive loss, or for loss of profit, revenue,
goodwill, business, anticipated savings, or for loss or corruption of data,
however arising, whether in contract, tort (including negligence), statute or
otherwise, even if advised of the possibility.
8.2 Aggregate cap. Subject to Section 8.3, VAMS's total aggregate liability
arising out of or in connection with these Terms and the services is limited to
the greater of (a) the total fees paid by you to VAMS for the services giving rise
to the claim in the twelve (12) months preceding the event, or (b) the liability cap amount recorded in your applicable order or professional agreement as recorded in your applicable order or
agreement.
8.3 Liability not excluded. Nothing in these Terms limits or excludes any
liability that cannot lawfully be limited or excluded, including liability for
fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury
caused by negligence, personal-data-security obligations, or any statutory
remedies that cannot be waived.
8.4 Your responsibility. Because Outputs are non-diagnostic and must not be the
sole basis for clinical decisions (Section 2), VAMS is not liable for clinical or
research decisions you make, for the advice or care you provide to your clients,
or for your failure to obtain consent or comply with your legal and professional
obligations. Allocation of risk under this Section reflects the B2B nature of this
agreement.
9. Term, suspension and termination
9.1 These Terms apply for as long as you hold a professional account or use the
services. Either party may terminate for convenience on reasonable written notice,
subject to any separate order or agreement.
9.2 VAMS may suspend or terminate access immediately where you materially breach
these Terms or the Acceptable Use Policy, where required by law, or where continued
access poses a security or safety risk.
9.3 On termination, your licence to access the portal and API ends, and you must
cease using the services except that you may retain Outputs already generated for
your clients solely to meet your record-keeping and professional obligations, in
accordance with Section 6. Provisions that by their nature should survive
(including Sections 3.8, 5, 6, 7, 8, 10 and 11) survive termination.
10. Dispute resolution (B2B)
10.1 The parties will first attempt in good faith to resolve any dispute arising
out of or in connection with these Terms through senior-level discussions.
10.2 Arbitration. Any dispute not resolved within thirty (30) days will be
finally resolved by arbitration under the Arbitration and Conciliation Act, 1996.
The seat and venue of arbitration is Vijayawada, Andhra Pradesh, India, before
a sole arbitrator appointed by agreement of the parties. The language of
arbitration is English, and the award is final and binding.
10.3 Preserved rights. Nothing in this Section prevents either party from
seeking urgent interim or injunctive relief from a competent court, and nothing in
these Terms waives any statutory right or remedy that cannot lawfully be waived,
or any recourse to a competent regulator that applies by law.
11. General
11.1 Governing law. These Terms are governed by the laws of India, including
the laws applicable in Andhra Pradesh, without regard to conflict-of-laws rules.
Subject to Section 10, the courts having jurisdiction over Laws of India, including applicable laws of the State of Andhra Pradesh will have jurisdiction.
11.2 Entire agreement. These Terms, together with the Acceptable Use Policy,
applicable privacy notices, any data-processing agreement and any order you enter
into, form the entire agreement between the parties for professional use and
supersede prior discussions on that subject.
11.3 Order of precedence. If there is a conflict, a signed order or master
agreement prevails over these Terms; these Terms prevail over other referenced
policies except where a referenced policy expressly governs (for example, the
Acceptable Use Policy on matters of platform conduct).
11.4 Changes to these Terms. VAMS may update these Terms. Material changes will
be notified through the portal or by email, and continued use after the effective
date of the change constitutes acceptance.
11.5 Assignment. You may not assign these Terms without VAMS's prior written
consent. VAMS may assign to an affiliate or in connection with a reorganisation or
transfer of business.
11.6 No waiver; severability. A failure to enforce is not a waiver. If any
provision is held unenforceable, the remaining provisions continue in effect.
11.7 Notices. Notices to VAMS may be sent to legal@vamsbiome.com.
Version and Change History
Document name: VAMS BIOME — Professional-Use Terms
Version: 1.0
Effective date: 10 July 2026
Change history: v1.0 (10 July 2026) — Initial publication.