Upstreamed Terms of Service

Effective Date: June 8th, 2025

These Terms of Service (“Terms”) form a legally binding agreement between you and Upstreamed, Inc. (“Upstreamed,” “we,” “us,” or “our”). By clicking “Sign Up for Free”, creating an account, or accessing the Upstreamed website, applications, or services (collectively, “Services”), you confirm that you’ve read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you must not access or use the Services.

1. Key Definitions

• Registered User: An individual who creates an account on Upstreamed.
• Verified User: A Registered User whose credentials (e.g., NPI, license, institutional affiliation) have been authenticated by Upstreamed.
• User Content: Any data, information, text, media, or materials submitted by a user.
• Upstreamed Content: Any content created, generated, or distributed by Upstreamed, including documentation, software, graphics, branding, and UI elements.
• Subscribers: A user who pays to access exclusive content from another user.
• Services: All features, apps, technologies, content, and products provided or maintained by Upstreamed.

2. Important Disclaimers

• Not Medical Advice: The Services are intended solely for peer communication, professional publishing, and collaboration. No content on Upstreamed constitutes medical advice or clinical decision-making.
• No Doctor–Patient Relationship: The use of our platform does not establish any provider–patient relationship.

3. Eligibility, Registration, and Account Security

• Minimum Age: You must be at least 18 years old or the age of majority in your jurisdiction.
• Accurate Information: You agree to provide and maintain accurate, current, and complete registration information.
• Verification: Certain features (e.g., peer review, co-authorship, anonymous posting) require identity and professional credential verification. We reserve the right to require verification at any time.
• Security: You are solely responsible for maintaining the confidentiality of your login credentials and for all activities under your account. Notify us immediately of any unauthorized access.

4. Communication and Consent

By creating an account, you consent to receive transactional and service-related communications via email and, if you provide your phone number, via SMS or similar t ext-based messaging services.

You affirm that you are the authorized user of the phone number provided and consent to receive messages at that number. Standard messaging rates may apply. You may opt out of non-essential messages at any time by replying “STOP” or adjusting your notification preferences.

Consent is not a condition of use, and you may withdraw consent where required by law.

5. Licenses and Acceptable Use

We grant you a limited, non-transferable, revocable license to use the Services for their intended purpose.

You agree not to:

• Violate HIPAA, GDPR, CCPA, or other privacy laws;
• Post, share, or transmit content that is illegal, misleading, defamatory, harassing, or infringing;
• Impersonate others, use false credentials, or deceive platform participants;
• Scrape, crawl, or reverse engineer the platform;
• Circumvent content visibility controls or monetize content you do not own or have rights to.

6. Subscription Plans and Payments

• Available Plans: Free (Basic), Creator, and Expert.
• Paid Features: Certain features (e.g., peer review, analytics, monetization tools) require a paid plan. Prices and features are displayed prior to purchase.
• User Subscriptions: Users may set subscription rates (e.g., $5–$50/month or $50–$500/year).
• Payment Processing: All payments are processed via Stripe, and you agree to Stripe’s terms of service.
• Payouts: Creator revenue is paid out through Stripe Connect Express.
• Platform Fees: Upstreamed retains a platform fee (typically 5–8%) from subscription payments and boosts.
• Refunds All payments are non-refundable unless required by law. Exceptions may be granted for duplicate charges or platform-related errors, if requested within 14 days of the transaction.

7. Boosts, Promotions, and Paid Visibility

• Boosts promote content visibility to targeted or wider audiences.
• Boosts are non-refundable and billed per impression-based tiers.
• Boosting does not guarantee engagement, revenue, or specific outcomes.
• Only non-anonymous posts are eligible for boosting.

8. Content Ownership and Licensing

• User Content: You retain ownership of your content. By posting or uploading, you grant Upstreamed a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, adapt, display, and distribute your content to operate and promote the platform.
• Feedback: By submitting feedback, you grant Upstreamed an unrestricted right to use, implement, and commercialize it.
• Content Responsibility: You are solely responsible for the legality, accuracy, and appropriateness of your content. Do not post content that infringes intellectual property or violates law.

Violations may lead to content removal, suspension, or termination.

9. Anonymous Posting

Verified users with paid accounts may post anonymously. However:

• Your profession and specialty may still be visible;
• Upstreamed administrators retain access to your identity;
• We do not guarantee full anonymity, and we disclaim liability for de-anonymization through third-party tools or investigative techniques.

10. Community Standards

All users must:

• Maintain a respectful, professional tone;
• Avoid disinformation, hate speech, or harassment;
• Protect patient confidentiality;
• Refrain from posting identifying health information or unconsented case data.

Violations may result in warnings, account suspension, or permanent bans.

11. Fair Use Policy

To ensure system stability and fair access, Upstreamed may monitor usage and impose limits on excessive use, automation, or abuse. We reserve the right to throttle, restrict, or charge for misuse that materially affects platform performance.

12. Account Termination and Data Retention

• Voluntary Deletion You may request account deletion at any time through account settings.
• Archival Period: Accounts are subject to a 30-day grace period during which you may reactivate.
• Retention Certain data (e.g., transaction logs, peer review records) may be retained for legal or operational reasons as permitted by applicable law.

13. Privacy and Data Protection

We collect, process, and retain personal data in accordance with our Privacy Policy.

• We comply with applicable data protection laws including GDPR, HIPAA, and CCPA.
• We use appropriate technical and organizational safeguards.
• Data may be processed in the U.S. or other jurisdictions subject to appropriate safeguards (e.g., SCCs or adequacy determinations).
• Users have rights under applicable law, including access, correction, deletion, and objection.

14. Warranties and Limitations of Liability

• No Warranties: The Services are provided “AS IS” and “AS AVAILABLE.” We disclaim all express and implied warranties.
• No Guarantees: We do not guarantee accuracy, uptime, outcomes, profitability, or fitness for any particular purpose.
• Limitation of Liability: To the fullest extent permitted by law, Upstreamed’s liability shall not exceed the greater of the total amount paid by you in the past 12 months or $500 USD.
• Indemnity:: You agree to defend, indemnify, and hold harmless Upstreamed and its affiliates from any claims arising from your content or misuse of the Services.

15. Dispute Resolution and Governing Law

• Informal Resolution First: Contact support before initiating legal action.
• Mediation: If unresolved, parties agree to attempt non-binding mediation (cost shared equally).
• Binding Arbitration: All disputes will be resolved through final and binding arbitration administered by the International Chamber of Commerce (ICC) in Delaware or Maryland, governed by applicable U.S. law.
• Class Action Waiver:: You waive the right to participate in class, collective, or representative actions.
• One-Year Limit: All claims must be brought within one year of the triggering event.

16. Updates to These Terms

We may modify these Terms at any time. If changes are material, we will notify you by email or platform notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

17. Miscellaneous

• Entire Agreement: These Terms and our Privacy Policy constitute the full agreement between you and Upstreamed.
• No Waiver: Failure to enforce any provision does not constitute waiver.
• Severability: If any part is found invalid, the remainder remains effective.
• Assignment: You may not assign your rights. Upstreamed may assign its rights at any time.
• Force Majeure: We are not liable for delays or failures due to events outside our control, including but not limited to natural disasters, cyberattacks, pandemics, regulatory changes, or wars.
• Independent Contractors:: No agency, partnership, or employment relationship is created by these Terms.

18. Contact

For legal notices or questions about these Terms, contact:

Upstreamed, Inc.
Email: [email protected]

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