Terms of Service

Last updated: 15 Feb 2025

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Upstreamed, Inc. (“Upstreamed,” “we,” “us,” or “our”). Please read them carefully. By clicking the “Sign Up For Free” button, creating an account, accessing, or using the Upstreamed website (the “Site”), mobile application (the “App”), and any related services, tools, or features (collectively, the “Services”), you acknowledge that you have read, understand, and agree to be bound by these Terms.

By clicking the "Sign Up For Free" button or accessing or using the Services, including by downloading or posting any content from or through the Services, you indicate that you have read, understand, and agree to be bound by these Terms. These Terms constitute a legally binding agreement between you and Upstreamed, Inc. You do not have the right to access or use the Services or Collective Content unless you agree to these Terms.

If you do not agree to these Terms, you must not access or use the Services. If you accept or agree to these Terms on behalf of a company or another legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such cases, “you” and “your” will also include that entity.

Key Definitions

1. Content: Text, graphics, images, software (excluding the App), information, messages, or other materials.

2. Collective Content: Upstreamed Content and Registered User Content, collectively.

3. Upstreamed Content: Any Content made available through the Services, including Content licensed from third parties, but excluding Registered User Content.

4. Registered User / you: A person or entity that completes Upstreamed’s account registration process to use the Services.

5. Registered User Content: Content a Registered User posts, uploads, publishes, submits, or transmits through the Services.

6. Verified User: A Registered User who has been verified by Upstreamed as a licensed healthcare professional, student in a recognized healthcare program, researcher, or scientist. Verification may include providing an NPI number, board certification, or other credentials.

Important Disclaimer: Not a Diagnostic Service

Upstreamed is a communication platform designed for clinicians and researchers to share knowledge and discuss cases. It is not a diagnostic service or a substitute for professional medical advice. The information shared on Upstreamed is intended for educational and informational purposes only and should not be relied upon for diagnosing, treating, or managing any medical condition. Always consult a licensed healthcare professional for any medical concerns, diagnoses, or treatment decisions. No doctor-patient (or similar) relationship is created by your use of the Services.

Account Registration and Verification

1. Eligibility: You must be at least 18 years of age (or older, if required by local law) to use or access the Services. By registering, you represent that you meet this minimum age requirement and have full legal capacity to enter into a binding contract.

2. Registration Data: When you register for an Upstreamed account, you agree to provide truthful, accurate, current, and complete information, including but not limited to a username, full name, email address, and password (collectively, “Registration Data”).

3. Professional Verification: To access certain features designed for healthcare professionals or researchers, you may be asked for additional information to confirm your professional credentials, such as your NPI number, board certifications, educational status, or other credentials.

4. Account Security: You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account. You must notify Upstreamed immediately at [email protected] of any unauthorized use of your account.

5. Account Suspension or Termination: Upstreamed may, at its sole discretion, suspend or terminate your account if we suspect spamming, improper behavior, fraudulent activity, or any violation of these Terms or applicable laws.

Use of the Services

1. License Grant: Subject to your compliance with these Terms, Upstreamed grants you a limited, non-exclusive, non-transferable, revocable license to use the Site, App, and Services for their intended purpose.

2. Acceptable Use and Compliance with Laws:

• You agree to use the Services in compliance with all applicable laws and regulations, including but not limited to data protection and privacy laws (e.g., GDPR), healthcare regulations, intellectual property laws, and any other local or international laws relevant to your use.
• You must not use the Services in a manner that infringes, misappropriates, or violates third-party rights, or that could damage, disable, overburden, or impair our systems.

3. Service Modifications: Upstreamed reserves the right to modify, update, or discontinue any feature or part of the Services, temporarily or permanently, at any time without prior notice and without liability to you.

Compliance with Laws

You are responsible for ensuring that your use of the Services complies with the laws of your country of residence. In order to use the Services, you must register to create an account (“Account”) and become a “Registered User.”

Subscription and Usage Fees

1. Free and Paid Plans: Upstreamed currently offers free basic features and additional paid tiers (e.g., Professional, and Lifetime plans) as well as paid ad or promotion services (“Boost”). Subscription fees are non-refundable except where required by law.

2. Payment Processing: Stripe is our third-party payment processor. By subscribing to paid features or using the Boost service, you agree to Stripe’s terms of service and privacy policy.

3. Subscription Cancellations:

• If you cancel your subscription, you will retain access to paid features until the end of your current billing cycle.
• Following that period, your access to those features will cease unless you re-subscribe.
• No refunds are offered for any portion of the subscription fees already paid, unless otherwise required by applicable law.

4. Fair Use Policy: Upstreamed may limit, suspend, or charge additional fees for usage that exceeds reasonable limits or disrupts the normal operation of the Services.

Usernames

1. Prohibition on Squatting: Username squatting or registering potentially misleading usernames (e.g., impersonating celebrities, brands, or real persons) is prohibited.

2. Enforcement: Upstreamed may reclaim usernames if they infringe on a trademark or are deemed misleading, inactive, or in violation of these Terms. Attempting to sell or buy usernames is strictly prohibited.

Content Ownership and License

1. Your Content: You retain ownership of all Registered User Content you post, publish, or otherwise make available on or through the Services.

2. License to Upstreamed: By uploading, posting, or otherwise making available any Registered User Content, you grant Upstreamed a non-exclusive, worldwide, royalty-free, fully-paid, transferable, sublicensable (through multiple tiers), perpetual, and irrevocable license to use, reproduce, distribute, adapt, modify, publicly perform, publicly display, communicate, publish, translate, and create derivative works of your content in any media formats and through any media channels, subject to our Privacy Policy and applicable data protection laws.

3. Feedback: If you submit ideas, suggestions, or other feedback regarding the Services (“Feedback”), you grant Upstreamed a non-exclusive, perpetual, irrevocable, sublicensable, royalty-free license to implement, use, modify, or incorporate such Feedback into our Services or other products without any obligation to you.

4. Warranties for User Content: By posting Registered User Content, you represent and warrant that:

• You own or otherwise have all necessary rights to post such content;
• Such content does not infringe any third-party intellectual property, privacy, or other rights;
• Such content does not violate any applicable law or regulation.

User Content Warranties

You acknowledge and agree that you are solely responsible for all Registered User Content that you make available through the Site, Services, or App. By making any Registered User Content available, you represent and warrant that you are the sole and exclusive owner of such content or have obtained all necessary rights, licenses, consents, and releases to grant Upstreamed the rights to use such content as contemplated under these Terms.

Communications Decency Act

We believe in creating a respectful and constructive environment for communication across the Site, Services, and App. While we encourage open dialogue and the sharing of diverse viewpoints, Upstreamed is not responsible for Registered User Content posted by others. We do not actively monitor all user content but reserve the right to review, remove, or modify content that violates our community guidelines, or legal requirements, or is deemed harmful. As a user, you agree to communicate respectfully and professionally, ensuring that all discussions contribute positively to the community and the mission of advancing healthcare and research knowledge.

Fees, Payment, and Measurements

All fees and charges for the use of Upstreamed's Boost Services are non-refundable. You must pay all applicable fees based on Upstreamed's measurements for the Boost Services. Stripe is our payment processor for all transactions.

Community Guidelines

Upstreamed is a social learning network for clinicians, researchers, and other professionals to share and discuss clinical cases and research. To maintain a productive environment:

1. Respect Patient Privacy: Do not post identifiable patient data or violate any patient confidentiality or privacy laws (e.g., HIPAA, GDPR).

2. Maintain Professionalism: Engage respectfully and constructively with other community members. Lewd, harassing, or discriminatory language is prohibited.

3. Share Verified Information: Ensure that your clinical and research insights are accurate and, where possible, based on credible sources or peer-reviewed data.

4. No Harassment or Hate Speech: Hate speech, threats, or targeted harassment will not be tolerated and may result in immediate account suspension or termination.

5. Avoid Excessive Self-Promotion: Spamming the community with commercial interests, unsolicited advertising, or fundraising is not allowed.

6. Enforcement: Upstreamed reserves the right to remove any content or suspend/terminate any user account that violates these guidelines or any applicable laws.

Free Speech Policy

We encourage an environment conducive to open, informed, and respectful discussions aimed at advancing medical knowledge, research, and healthcare innovation. However:

1. Civility: Disagreements and debates should remain professional and respectful.

2. No Shield for Illegal Conduct: Free speech does not protect unlawful, defamatory, or otherwise harmful content.

3. Right to Moderate: Upstreamed reserves the right to remove content that violates these Terms, our Community Guidelines, or any applicable law.

Advertisements, Boost, and Ads Agreement

Upstreamed allows users to promote their content through the Boost feature. By using Upstreamed's Boost feature, you agree to the following terms:

1. Boost Services: You may promote specific posts via the Boost feature. Any associated fees are non-refundable, based on the selected impressions and processed by Stripe.

2. Analytics: Boosted content will be displayed in the mainstream feed, and you will have access to campaign analytics.

3. Duration: Your Boost campaign runs until the target impressions are reached, with no refunds for early termination.

4. Eligibility: Both Verified and non-Verified Users (except anonymous users) may use the Boost feature to support their content or others’.

Fair Use Policy

Users who abuse or misuse the service may have to pay more and/or have their service restricted. This includes exceeding reasonable usage limits and any actions that interfere with the normal operation of the Services.

Account Deletion

Users can delete their account at any time. Upon deletion, the account will be archived for 30 days and then permanently deleted. During the archive period, you may contact support to restore your account.

Security and Data Protection

1. Data Protection Compliance: Upstreamed is committed to complying with all applicable data protection laws, including the EU General Data Protection Regulation (“GDPR”) and similar regulations. For more details, please see our Privacy Policy.

2. Data Storage and Transfers: By using the Services, you understand and agree that your personal data may be transferred to and stored on servers in the United States or other jurisdictions. If you are located in the European Economic Area (EEA) or the UK, we will take appropriate safeguards (e.g., Standard Contractual Clauses) to protect your personal data.

3. Security Measures: We implement commercially reasonable measures such as encryption, secure access protocols, and regular security assessments to protect against unauthorized access, loss, or misuse of data. However, no security system is infallible, and Upstreamed cannot guarantee absolute security.

4. Accountability: You are responsible for maintaining the security of your devices and login credentials. Notify us immediately if you suspect any breach or unauthorized access to your account.

Privacy and Cookies

1. Privacy Policy: By accessing or using our Services, you acknowledge that you have read, understood, and agree to the Privacy Policy.

2. Cookies and Tracking Technologies: Upstreamed uses cookies and similar technologies to enhance user experience, conduct analytics, and improve the Services. We comply with the EU ePrivacy Directive (and the upcoming ePrivacy Regulation, if and when in force) by obtaining user consent for non-essential cookies and providing clear opt-out mechanisms where required.

3. Google Analytics We use Google Analytics for site metrics. We have taken steps to anonymize IP addresses in regions where required by law. For details, see our Privacy Policy.

Email Communications

By creating an Upstreamed account or otherwise providing your email, you consent to receive email communications from us, such as newsletters, promotions, and account-related notices. You can opt out at any time by clicking the “unsubscribe” link in our emails or by updating your email preferences in your account settings.

Disclaimers and Limitation of Liability

1. No Warranties: The Services, including any Upstreamed Content, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, except in jurisdictions where such disclaimers are not permitted.

2. Limitation of Liability:

• To the fullest extent permitted by law, Upstreamed and its officers, directors, employees, agents, contractors, or affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of (or inability to use) the Services.
• In no event shall Upstreamed’s aggregate liability exceed the greater of (a) total fees paid by you to Upstreamed in the twelve (12) months preceding the event giving rise to liability or (b) USD $500.
• Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities; in such jurisdictions, our liability will be limited to the maximum extent permitted by law.

3. Medical and Professional Information: Any medical or scientific information posted by users is not endorsed or verified by Upstreamed. You assume full responsibility for any actions you take based on such information.

Indemnification

You agree to defend, indemnify, and hold harmless Upstreamed, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, penalties, fines, costs, and expenses (including attorneys’ fees) arising out of or in any way connected with:

• Your access to or use of the Services or Collective Content;
• Your Registered User Content, including any actual or alleged infringement, misappropriation, or violation of any third-party rights or applicable laws;
• Your violation of these Terms, the Community Guidelines, or any applicable law or regulation.

Dispute Resolution and Mediation

1. Initial Resolution: In the event of any dispute or claim arising from or relating to these Terms or the Services, the parties shall first attempt to resolve the dispute through good-faith negotiations.

2. Mediation: If these negotiations fail, the parties agree to participate in third-party mediation under a neutral mediator chosen by mutual agreement. Costs of mediation shall be shared equally unless otherwise agreed.

3. Binding Arbitration:

• If mediation does not resolve the dispute, you agree that the dispute will be exclusively submitted to binding arbitration under the rules of the International Chamber of Commerce (ICC).
• The arbitration will take place in Delaware or Maryland, United States, unless the parties agree to a different location or a virtual proceeding.
• Each party shall bear its own arbitration costs and attorneys’ fees, unless otherwise required by law or awarded by the arbitrator.

4. Class Action Waiver: You waive any right to participate in class, consolidated, or representative actions. Disputes must be pursued on an individual basis only.

5. Limitation Period: Any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after the claim or cause of action arose; otherwise, such claim is permanently barred.

Note for EU/EEA/UK Users: If mandatory local laws do not permit binding arbitration or a particular choice of law or venue clause, such provisions may not apply to you to the extent they are prohibited. You may have additional statutory rights in your country of residence.

Account Deletion

1. User-Initiated Deletion: You may delete your account at any time within your account settings or by contacting [email protected].

2. Archive Period: After you initiate deletion, your account will be archived for 30 days. During this period, you may request restoration of your account.

3. Permanent Deletion: After the 30-day archive period, your account and associated data will be permanently deleted, except as required to comply with any legal obligations.

Changes to These Terms

Upstreamed may modify or update these Terms from time to time. When we do, we will revise the “Last Updated” date at the top of this page. If changes are significant, we will provide additional notice (e.g., via email or a notice in the Services). Continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the changes. If you disagree with the updated Terms, you must stop using the Services and, if desired, delete your account.

Governing Law

Except where prohibited by local law, these Terms and any disputes arising hereunder will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Miscellaneous

1. Entire Agreement: These Terms, together with any additional agreements and policies referenced herein (e.g., Privacy Policy, Community Guidelines), constitute the entire agreement between you and Upstreamed regarding your use of the Services and supersede all prior agreements or communications.

2. Severability: If any provision of these Terms is deemed unenforceable or invalid by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

3. No Waiver: Any failure or delay by Upstreamed to enforce any right or provision under these Terms does not constitute a waiver of such right or provision.

4. Assignment: Upstreamed may assign or transfer these Terms, in whole or in part, without restriction. You may not assign or transfer any of your rights or obligations under these Terms without Upstreamed’s prior written consent.

5. No Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and you do not have any authority of any kind to bind Upstreamed in any respect.

6. Force Majeure: Upstreamed shall not be liable for any failure to perform due to unforeseen events or circumstances beyond its reasonable control, such as natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, pandemics, fires, floods, or accidents.

Contact Us

If you have any questions, concerns, or comments regarding these Terms or the Services, please contact us at:

Upstreamed, Inc.
Email: [email protected]

By clicking “Sign Up For Free,” creating an account, or otherwise accessing or using Upstreamed, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree, do not access or use the Services.