Terms of Service

Effective Date: June 8th, 2025

Last Updated: August 11th, 2025

IMPORTANT NOTICE: ARBITRATION & CLASS ACTION WAIVER

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1. Agreement to Terms

These Terms of Service (“Terms”) are a legally binding agreement between you (“User,” “you”) and Upstreamed, Inc. (“Upstreamed,” “we,” “us,” “our”). By clicking Sign Up, creating an account, or using the Upstreamed website, apps, or services (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

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

2. Key Definitions

• User Content: Any data, text, images, audio, video, CVs/resumes, posts, messages, reviews, or other materials you upload, submit, or share.
• Upstreamed Content: Platform content, designs, software, documentation, UI, brand assets.
• Registered User: An individual who creates an Upstreamed account.
• Verified User: A Registered User whose professional credentials (e.g., license, NPI, institutional affiliation) are authenticated by Upstreamed.
• Discovery Engine/AI Matching: Upstreamed’s AI-driven search, ranking, and recommendation features that help match expertise and content to relevant audiences/opportunities.
• Confidence Score: An AI-generated probability estimate used in matching; it is informational only and not a guarantee.
• CV Upload: Your CV/resume file and data you upload for discovery and matching.
• Public Profile (“Living Profile”): Your profile information you choose to display publicly; it can reflect your activity but your uploaded CV file is not publicly viewable by default.
• Boost: A paid feature to promote non-anonymous content to targeted or broader audiences.
• Platform Fee: The percentage retained by Upstreamed from certain transactions on the platform.

3. Critical Health Information Disclaimers

• 3.1 No Medical Advice: The Services provide professional networking, publishing, and collaboration tools. Upstreamed is not a healthcare provider and does not provide medical advice, diagnosis, or treatment. Content is informational/educational only.
• 3.2 No Provider–Patient Relationship: Using the Services does not create any physician–patient or other provider–patient relationship.
• 3.3 Emergency: In a medical emergency, call 911 (U.S.) or your local emergency number.

4. HIPAA & Privacy Compliance (User Obligations)

• 4.1 You Are Responsible
  You are solely responsible for ensuring your content complies with HIPAA, GDPR, CCPA, and applicable privacy laws. Do not upload PHI or inadequately de-identified data.
• 4.2 Prohibited PHI (non-exhaustive)
  
  Names; geographic info smaller than state; all elements of dates (except year); contact info; MRNs; biometric identifiers; facial images; device IDs; or any other HIPAA identifiers.
• 4.3 Certification
  By uploading clinical content, you certify under penalty of perjury that:
  • It is fully de-identified and compliant;
  • You have all permissions/consents;
  • It complies with your institutional rules;
  • You accept full liability for any PHI exposure.
• 4.4 Platform Status
  Upstreamed operates as a platform for de-identified information. We are not a HIPAA Business Associate unless separately agreed in writing via a Business Associate Agreement (BAA).
• 4.5 Violations
  We may remove content, suspend/terminate accounts, report to regulators, and pursue legal remedies for violations.

5. Eligibility, Registration & Verification

• You must be 18+ and, for certain features (e.g., peer review, expert verification), a licensed healthcare professional or researcher.
• Provide accurate information and maintain current licensure where applicable.
• We may request documents, verify credentials, limit features pending verification, or refuse/suspend accounts.
• You are responsible for account security and prompt notice of unauthorized use.

6. Communications & Consent (Email/SMS)

By creating an account, you consent to transactional communications via email and (if you provide a phone number) via SMS or similar text messages. Standard carrier rates may apply. You can opt out of non-essential SMS at any time by replying STOP or editing preferences. Consent is not a condition of use where prohibited by law.

7. Acceptable Use

You may not:

• Upload PHI or inadequately de-identified patient data;
• Post false/misleading medical content;
• Harass, defame, threaten, or discriminate;
• Violate laws, regulations, or professional standards;
• Scrape, crawl, hack, or reverse engineer;
• Circumvent security or platform controls;
• Infringe intellectual property;
• Promote unsafe, unproven, or harmful treatments;
• Spam or manipulate rankings.

All content must be professional, evidence-based, and consistent with institutional policies.

8. Content Ownership & License

• 8.1 You Own Your Content
  You retain ownership of your User Content.
• 8.2 License to Upstreamed
  To operate, improve, and promote the Services, you grant Upstreamed a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, use, reproduce, modify, adapt, publish, translate, display, distribute, and create derivative works of your User Content (e.g., for feeds, search indexing, AI training for platform features, moderation, marketing your own posts, and backups). This license ends when your content is deleted from our active systems, except where retention is legally required, permitted, or content was shared/reshared by others.
• 8.3 Public/Private
  By uploading clinical content, you certify under penalty of perjury that:
  • CV Uploads: Stored securely and not public by default; used to improve Discovery Engine matching and verification.
  • Public Profile: You control what is public. Public info may be discoverable by search.
• 8.4 Feedback
  If you submit feedback, you grant Upstreamed an unrestricted right to use it without obligation.

9. CV Uploads & Discovery

• 9.1 Private by Default: Your uploaded CV file is encrypted at rest and used solely for discovery/matching, verification, and profile accuracy checks. We do not sell or rent CVs to third parties.
• 9.2 Processing & Transcription You authorize Upstreamed to parse and transcribe CV data to power search and matching. You must review for accuracy; we are not liable for errors. You may update or delete your CV at any time (deletion may reduce discoverability).
• 9.3 Visibility: Your Public Profile (not your CV file) can be discovered worldwide. If you opt in to display CV-derived fields publicly (e.g., affiliations, specialties), those fields may be searchable.

10. Anonymous Posting

• Available to Verified users on paid plans, subject to eligibility/risk checks.
• Your profession/specialty may remain visible; Upstreamed administrators can view your identity.
• We do not guarantee complete anonymity. De-anonymization may occur via third-party analysis, user behavior, or external data.
• Anonymous posts are not eligible for Boost.
• Violations (e.g., doxxing, identity misuse) may lead to removal, suspension, or legal action.

11. Boosts, Promotions & Paid Visibility

• Boosts increase content visibility within the platform and may target specific audiences.
• Only non-anonymous posts may be boosted.
• Boosts are billed per impression or tier; non-refundable once delivered.
• Boosting does not guarantee engagement, revenue, or outcomes.
• We may limit or deny Boosts that violate policy.

12. Discovery Engine, AI & Confidence Scores

• AI features (including matching, ranking, auto-summaries, confidence scores) are probabilistic and informational.
• AI/Confidence Scores are not endorsements, clinical guidance, or guarantees.
• You remain responsible for verifying facts, credentials, and fitness for purpose.
• Do not rely on AI outputs for diagnosis/treatment or any clinical decisions.

13. Peer Review & Publishing

• Peer review is optional and offered for additional credibility; timelines (e.g., “72 hours” or “in days”) are targets, not guarantees.
• Upstreamed is not a journal of record.
• We may remove content that violates laws, privacy, or platform policy — even if previously reviewed.

14. Subscription Plans, Fees & Payments

• 14.1 Plans & Pricing
  • Basic (Free) - Limited publishing and discovery features.
  • Creator – $19/month or $171/year (save 25% annually): expanded publishing, monetization tools, standard analytics.
  • Expert – $39/month or $351/year (save 25% annually): all Creator features plus advanced analytics, priority peer review, and enhanced monetization.
  • Enterprise – $99/month: all Expert features plus expanded access to the AI Discovery Engine, and enterprise support.

• (Plan names, features, and prices may change. The Pricing page controls and is incorporated by reference.)

• 14.2 Platform Fee & Processing
  • We retain a 7% platform fee on creator subscription revenue
  • Payment processing: typically 2.9% + $0.30 per transaction (subject to processor).
  • Payouts via Stripe Connect (subject to Stripe terms).

• 14.3 Billing, Renewals & Cancellations
  • Billed monthly or annually in advance; auto-renews until canceled.
  • Cancel anytime to stop future renewals; no refunds for partial periods unless required by law.

• 14.4 Refunds
  All sales are final and non-refundable, except for:
  • Duplicate charges;
  • Unauthorized transactions reported within 48 hours;
  • Cases required by applicable law.

• 14.5 Plan Changes
  We may modify plan features or pricing with 30 days’ notice to existing subscribers.

15. Fair Use & Rate Limits

To protect platform stability, we may monitor usage and impose limits or fees for excessive, abusive, automated, or system-impacting use. We may throttle, restrict, or suspend accounts for misuse.

16. Third-Party Services

Certain Services rely on third parties (e.g., Stripe for payments, email/SMS providers). Your use of those services may be subject to their terms and privacy policies. Upstreamed is not responsible for third-party acts or omissions.

17. Intellectual Property; DMCA

Upstreamed and its licensors own all rights to the platform software, designs, and brand assets. If you believe content infringes your copyright, send a DMCA notice to [email protected] with the required details. We may remove content and terminate repeat infringers.

18. Export Controls & Sanctions

You represent that you are not prohibited from using the Services by applicable export control, sanctions, or embargo laws. Do not use the Services from sanctioned jurisdictions or for prohibited purposes.

19. Beta & Experimental Features

From time to time, we may offer beta or experimental features. They are provided as-is, may be modified or discontinued without notice, and may have additional terms.

20. Warranties, Disclaimers & Limitation of Liability

• 20.1 Disclaimers: THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY.
• 20.2 No Guarantees We do not guarantee uptime, outcomes, earnings, peer review timing, search rankings, or the accuracy of AI outputs or user content.
• 20.3 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSTREAMED’S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS YOU PAID TO UPSTREAMED IN THE 12 MONTHS PRECEDING THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOST PROFITS; MEDICAL MALPRACTICE CLAIMS; HIPAA VIOLATIONS BY USERS; OR THIRD-PARTY CONDUCT.
• 20.4 Indemnification:
  You agree to defend, indemnify, and hold harmless Upstreamed and its officers, directors, employees, and agents from claims arising out of: your content, your use of the Services, your legal/regulatory violations, third-party rights violations, or any PHI exposure.

21. Dispute Resolution; Arbitration; Class Action Waiver

• 21.1 Informal Resolution
  Before filing a claim, contact [email protected] to try to resolve informally.
• 21.2 Binding Arbitration (AAA; Delaware)
  Any dispute arising from or related to these Terms or the Services shall be resolved by final, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, in Delaware, in English, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
• 21.3 Class Action Waiver
  YOU AGREE TO ARBITRATE ON AN INDIVIDUAL BASIS ONLY. NO CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.
• 21.4 Small Claims & Injunctive Relief
  You may bring individual claims in small claims court. Either party may seek injunctive relief for IP misuse or unauthorized access.
• 21.5 One-Year Limit
  Any claim must be filed within one (1) year of the event giving rise to it.

22. Privacy & Data Protection

We process personal data per our Privacy Policy and applicable law (e.g., GDPR, CCPA). Data may be processed in the U.S. or other jurisdictions subject to appropriate safeguards. You have rights of access, correction, deletion, and objection as provided by law.

23. Termination; Data Retention

You may delete your account at any time. We may suspend or terminate your account for violations, non-payment, unlawful activity, professional misconduct, or extended inactivity. After termination, access ceases immediately. We may retain certain data as required or permitted by law (e.g., transaction logs, peer review records, audit logs). No refunds for unused periods unless required by law. License grants, indemnities, and arbitration obligations survive termination.

24. Changes to the Services or Terms

We may modify the Services or these Terms at any time. We will provide notice of material changes (e.g., email, in-product). Continued use after the effective date constitutes acceptance.

25. Miscellaneous

• Governing Law: Delaware law (excluding conflict of laws), subject to FAA for arbitration.
• Entire Agreement: These Terms + Privacy Policy are the entire agreement.
• Severability: If any provision is invalid, the rest remains enforceable.
• No Waiver: Failure to enforce is not a waiver.
• Assignment: You may not assign without consent; Upstreamed may assign.
• Force Majeure: We are not liable for delays/failures outside our reasonable control.

26. Contact

Upstreamed, Inc.
Email: [email protected]
(Postal address and phone may be provided on request or on our website.)

By creating an account or using Upstreamed, you confirm that you have read, understood, and agree to these Terms of Service in full.