Mental health services providers, Group practices and organizations
Updated December 3, 2025
Terms of Service
These Terms of Service (“Terms”) form an agreement between you (“you” or “Customer”) and Upheal Inc., a Delaware corporation (“Upheal”, “we,” or “us”). These Terms govern your use of Upheal's platform, including all related websites, web applications, downloadable software and services owned, operated or provided by Upheal, our predecessors or successors in interest, and our affiliates (collectively, the “Platform”). Subject to your usage plan and specific terms, the Platform may allow you but it's not limited to conduct, transcribe, store, analyze, schedule, and manage sessions (“Sessions”) with your patients or clients (“Clients”); handle transactions; communicate with Clients; store documents and migrate them from other platforms.
By accessing the Platform, you acknowledge and confirm that you have read, understood and agree to be bound by these Terms and any other policies we make available through the Platform, which are hereby incorporated into these Terms by reference. Please read them carefully and let us know if you have any questions. For information about our data practices, please see our Privacy and Cookie Policy.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity.
We may modify these Terms at any time and at our sole discretion. If we make material changes that adversely affect your rights, we will notify you in advance before the changes take effect. Your continued use of the Platform after any update constitutes your acceptance of the revised Terms. We invite you to check this page regularly for updates to these Terms.
Upheal Account
In order to use our Platform, you have to create a user account. When you create the account, you must provide us with accurate information, in good faith, and you agree to keep your information updated if it changes.
Your user account must specify all the users (“Authorized Users”) who will be provided with their individual profile and access to use the Platform through your account (“Seats”). Every Seat may only be used by a single Authorized User. Neither you, nor any Authorized User within your user account, may share their Seat and/or their Seat information with any other persons. Any breach of this section is considered a material breach of these Terms, and may lead to immediate termination of your account.
Both you and all your Authorized Users must be at least 18 years old or older, or of the age of majority in your local jurisdiction, whichever is higher, and be legally capable of forming a binding contract with us.
You are responsible for any activity, whether or not authorised by you, conducted through your account and/or any of your Seats, including, without limitation, all communications, transmissions, security and login information, and all obligations incurred through such access or use. You are also responsible for ensuring that your Authorized Users comply with these Terms. Please contact us immediately if you believe your account has been compromised.
You must not provide false account registration information or make unauthorised use of anyone else’s information.
We will send you information relating to your account (e.g., changes in password, confirmation messages, notifications) in electronic form only, for example, via emails to your email address provided during registration.
License to Use the Platform
Subject to your ongoing compliance with these Terms, Upheal grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to allow you and your Authorized Users to access and use the Platform solely for your internal professional purposes.
Except as expressly permitted by these Terms, you shall not, and shall not permit or encourage Authorized Users or other persons to:
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform;
Modify, adapt, translate, or create derivative works from the Platform or any of its components;
Copy, reproduce, distribute, sell, lease, sublicense, or otherwise transfer any portion of the Platform;
Remove or alter any proprietary notices, trademarks, or other designations displayed on the Platform;
Use the Platform in violation of any law or regulation, including for the purpose of developing or offering a competing product or service;
Introduce or transmit any malicious software, code, or harmful materials intended to disrupt or damage the Platform or its users;
Provide access to the Platform for the benefit of third parties through time-sharing, outsourcing, hosting, or similar arrangements;
Circumvent, disable, or interfere with any security mechanisms, access restrictions, or technical protections implemented within the Platform.
You may not access or use the Platform within, or for the benefit of businesses or individuals located in, the Russian Federation or any other country or territory subject to trade sanctions, embargoes or similar restrictions imposed by the United States or the European Union.
Any use of the Platform in violation of this section constitutes a material breach of these Terms and may result in immediate suspension or termination of your account and/or legal action.
Customer Obligations
You must promptly notify Upheal if you become aware of any unauthorized access to your account, misuse of the Platform, or breach of these Terms.
You and your Authorized Users shall not use the Platform to:
Engage in any unlawful, fraudulent, abusive, or unethical activity;
Conduct market research, data scraping, or other competitive intelligence activities relating to the Platform;
Excluding during the Sessions, upload, post, transmit, or otherwise make available content that (i) infringes the intellectual property, publicity, or privacy rights of any third party; (ii) promotes, advertises, or solicits business for any third-party product, service, or website; (iii) is defamatory, invasive of privacy, harassing, threatening, violent, discriminatory, or constitutes hate speech based on protected characteristics; or (iv) discloses sensitive personal information of another individual (including addresses, phone numbers, financial data, or similar details) without proper authorization;
Impersonate another person or entity, misrepresent your professional affiliation, or otherwise engage in misleading conduct;
Create, register, or maintain multiple accounts for the purpose of obtaining additional free trials or avoiding payment of applicable fees.
To the extent applicable, you represent and warrant that you are appropriately licensed to provide the services for which the Platform is used in accordance with applicable laws and regulations and that you will not use the Platform if such use does not comply with applicable laws and regulations.
Before using the Platform for the first time for a Session with a Client, Upheal will prompt you to collect necessary consent from your Client. Consent may be collected using the tools provided within the Platform or through another legally compliant method of your choice. Whether you collect the required consent in the Platform or through another method, each Session is recorded automatically. After the completion of the Session, by default the Session recording is deleted after a brief archivation period as described in our Privacy Policy. However, the recording can be retained if you choose to do so in the Platform and you receive consent from the Client for such retention.
You are solely responsible for and confirm that you have received consent for receiving, using, processing, storing and disclosing of the Client's personal data through the Platform under these Terms, before you conduct a session via the Platform. For this purpose, your Client has to agree to an appropriate privacy policy. You may either use our templates and notice of privacy practice specific to your region, or you may use your own if it allows you to share the Client's data with us.
We take no responsibility for the content or accuracy of any information or content generated through the Platform (such as transcripts, summaries, etc.), including any AI-generated content. You remain solely responsible for the professional advice, treatment, or services you provide to your Clients, and for verifying the accuracy and appropriateness of all transcripts, summaries, or other outputs generated by the Platform.
The Platform includes features that allow you to record Sessions for transcription, summaries, and other processing. Some jurisdictions require the consent of all participants to the recording of a Session. You acknowledge and agree that it is your sole responsibility to provide any required notice to, and obtain any necessary consent from, all individuals present in any Session, including the primary Client and any third parties such as family members, guardians, or others who may participate in the Session as required under applicable law before recording or uploading the Session to the Platform. Upheal provides tools, such as consent notices or consent guides, to assist Customers in understanding and meeting their legal obligations. These tools are informational only and do not constitute legal advice.
Before sharing protected health information (PHI) of US residents with us for the first time, you must agree to our Business Associate Agreement.
Violation of these obligations constitutes a material breach of these Terms. Upheal reserves the right to suspend or terminate your account, remove related content, and pursue any remedies available under law or equity in the event of such breach.
Fees
We may offer you limited access to the Platform at no charge for evaluation purposes (the “Free Trial”). The duration of your Free Trial and any applicable limitations will be specified at the time you sign up. The Free Trial is provided solely for you to test the Platform for your own use and may not be used for any commercial, professional, or competitive analysis purposes. We may suspend or terminate the Free Trial at any time in our sole discretion. You may cancel the Free Trial at any time before it ends by providing written notice to us. Once the Free Trial period concludes, you may continue using the Platform either under the Free Plan or by purchasing a Paid Subscription (each as defined below).
Following the Free Trial, you may continue to use the Platform under our no-cost plan with limited functionality (the “Free Plan”). Details of what is included in the Free Plan are described on our Pricing page. We may modify the scope, limitations, or availability of the Free Plan or completely discontinue it at any time without liability to you.
If your account usage exceeds our Free Plan or Free Trial period, you can continue to access the Platform through subscriptions defined on our Pricing page or any other agreed custom subscriptions (“Paid Subscriptions”).
We may offer premium features to some Users which are not offered to other Users at our discretion.
Payment amounts displayed on the Platform do not include taxes. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental authority on any amount payable by you to us hereunder, other than any taxes imposed on our net income.
For billing purposes, a month constitutes 30 calendar days and a year constitutes 365 calendar days. If metered usage billing is applied, the maximum length of a single Session is 100 minutes, if a Session exceeds that duration, any additional uninterrupted use will be billed as a separate Session. If seat-based billing is applied, your per-provider Session number and the session length are generally unlimited, however, Upheal may impose reasonable limitations in case of misuse or suspicious overuse.
Your Paid Subscription will automatically renew at the end of the applicable Paid Subscription period, unless you cancel your Paid Subscription before the end of the specified period. Refunds cannot be claimed for any partial subscription period, except, unless otherwise agreed in your custom plan, Upheal offers a 30-day money back guarantee, which means that you may terminate your Paid Subscription within the first 30 days and Upheal will refund all of the fees paid.
We reserve the right to change our fees in the future. In case of any change in the fees, we will notify you in advance. For ongoing Paid Subscriptions, any changes will become effective after the next renewal of your Paid Subscription and you accept the changes by continuing to use the Platform.
We cooperate with Stripe, Inc. for the processing and settlement of fees (the “Payment Processor”), including the use of Stripe Connect. By accepting these Terms, you are also accepting and agreeing to be bound by the terms and conditions of the Payment Processor, including the applicable tax rates on your monthly charges. We have no access to or control over any stored credit cards or any other payment options or transaction details.
The Paid Subscription may also be offered through a third-party service or product. If you purchase a Paid Subscription through one or more of our reseller partners, the purchase may be further subject to the partner’s terms and conditions. Payment and management of the purchase may also be administered by the third-party service.
We are not responsible for your internet access fees or mobile data usage (or other means of connecting) while you use the Platform. We are not responsible for banking charges incurred from payments to use the Platform.
Upheal’s Role
We proactively monitor your and your Authorized Users’ usage of the Platform to make sure you follow these Terms. We also investigate reports of potential violations.
In most cases, we will work with you to resolve any potential violations and allow you to continue using the Platform. Terminating accounts is not an action we take lightly and is done in only the most extreme cases.
We reserve the right to suspend, restrict or terminate your access to the Platform if you violate these Terms, including the restrictions set forth in Sections 3 and 4 or if you are repeatedly reported by other customers or users.
Please let us know if you notice any potential violations of these Terms.
We are constantly testing out new features with the goal of making the Platform better. We may add or remove features, and we often test features with a random subset of our community. If we introduce features that are materially different from these Terms, then we explain those differences in the test. You acknowledge that we may change or discontinue features of the Platform at any time.
Referrals
Customers may be rewarded for bringing in new Customers who purchase a Paid Subscription (“New Customers”). New Customers are customers who (i) have not previously maintained an account with Upheal, and (ii) meet the current conditions of the active referral program (the “Referral Program”) found on our Referral program page.
After the New Customer purchases a Paid Subscription, the referring Customer will receive the referral reward subject to the terms of the current Referral Program (the “Referral Credit”). The Referral Program is subject to a reward limit (the “Reward Limit”). Once the Reward Limit is reached, payout of Referral Credit is subject to delay at Upheal’s discretion to prevent misuse of the Referral Program.
The following limitations apply to the Referral Program:
All New Customers must register into the current Referral Program for the referring Customer to be eligible for the Referral Credit;
For group practices, only the first individual or entity purchasing a Paid Subscription will qualify as a New Customer; subsequent sign-ups from the same organization do not qualify;
All Referral Credit is non-transferrable and only redeemable once per New Customer.
Upheal reserves the right to change the terms of the Referral Program at any time and at its sole discretion.
Term and Termination
Your right to access and use the Platform begins when you accept these Terms and, if applicable, activate a Paid Subscription (the “Term”). The Term continues for the duration of your subscription plan and automatically renews for successive periods of the same length, unless cancelled in accordance with these Terms.
You may delete your account at any time by contacting us at support@upheal.io. Deletion of your account will be processed in accordance with our Privacy Policy, which explains what information is deleted immediately and what may be retained for a limited time for legal, compliance, or backup purposes.
Upon termination or expiration of your account: (i) your right to access and use the Platform ceases immediately; (ii) you remain responsible for all fees and charges incurred through the termination date; (iii) any prepaid Paid Subscription fees will not be refunded; and (iv) the provisions of these Terms that by their nature should survive termination (including but not limited to payment obligations, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution) will continue in full force and effect after termination.
Support
You may contact our support system with any reasonable questions related to the Platform (the “Customer Support”).
We use our best efforts to respond to your questions within a reasonable time. We commit to specific availability of Customer Support and its response times only if agreed in a separate service level agreement.
You will reasonably cooperate with Customer Support staff as needed to resolve your issue. Customer Support may access your or your Clients' data only to the extent necessary to troubleshoot your issue and answer your questions. Only HIPAA-trained personnel can access protected health information and only for the time necessary to solve the issue. You may opt out of your or your Clients’ data being processed for this purpose, but this may prevent Customer Support from troubleshooting an issue.
We do not commit to provide Customer Support to Free Plan users, but we may still respond to requests where possible.
Intellectual Property and Ownership
You retain all rights, title, and interest in and to all data, recordings, transcripts, summaries, session information, notes, documents, diagnostic reports, and other materials that you or your Authorized Users upload to, generate within, or otherwise make available through the Platform (“Customer Content”). By submitting Customer Content, you grant Upheal a limited, non-exclusive, royalty-free, worldwide license to host, store, reproduce, process, adapt, display, and transmit such Customer Content as reasonably necessary to provide the Platform, and to comply with applicable law. You represent and warrant that you have all rights, permissions, and consents necessary to submit Customer Content and to grant the rights set forth herein, including all required consents from your Clients.
All software, code, algorithms, documentation, text, graphics, images, audio, video, user interface designs, trademarks, service marks, logos, domain names, trade names, and all other materials made available by or on behalf of Upheal in connection with the Platform, together with any derivative works, modifications, enhancements, or improvements (“Upheal Content”), are and shall remain the exclusive property of Upheal. Nothing in these Terms grants you any ownership in Upheal Content, except for the limited license set forth in section 3. Any rights not expressly granted are reserved by Upheal. You may not copy, modify, distribute, display, publish, or create derivative works from Upheal Content, nor use any Upheal trademarks, service marks, or logos without our prior written consent. All goodwill generated from the use of Upheal trademarks shall inure exclusively to Upheal’s benefit.
We welcome and encourage you to provide comments, suggestions, and ideas for improvements to the Platform (“Feedback”). By submitting Feedback, you grant Upheal a perpetual, irrevocable, royalty-free, worldwide license to use, copy, disclose, modify, and exploit such Feedback for any purpose, including developing, improving, and marketing our products and services, without compensation or attribution to you.
We respect the intellectual property rights of others, and reserve the right to delete or disable any Customer Content alleged to be infringing on such rights.
Exclusively with your prior consent, Upheal may use Customer Content to generate de-identified data in accordance with the de-identification standards of the Health Insurance Portability and Accountability Act (“HIPAA”) and other applicable legal requirements (“De-Identified Data”). De-Identified Data is data from which personal identifiers have been removed such that there is no reasonable basis to believe it can be used to identify you or your Clients. De-Identified Data may be used by Upheal to operate, maintain, and improve the Platform, including training and refining our artificial intelligence models, developing new features, and conducting analytics and research. Upheal is the exclusive owner of all rights, title, and interest in and to De-Identified Data. Additional details on how De-Identified Data is created, stored, and safeguarded, including how re-identification codes are managed, are described in our Privacy Policy.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold us, our affiliates, officers, agents, employees, and partners harmless from and against any and all third-party (including Clients) claims, liabilities, damages, losses, fines, and expenses (including reasonable attorneys’ fees) (“Claims”) arising from or in any way related to your (a) use of the Platform (including any actions taken by a third party using your account), (b) violation of these Terms, (c) Customer Content, (d) failure to obtain required consents or comply with data protection laws in connection with your use of the Platform. In the event of a Claim we will use our reasonable efforts to notify you of the Claim using the contact information we have for your account, provided that a failure to provide the notification shall not relieve you of your indemnification obligations. You agree not to settle any matter without our prior written consent.
Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UPHEAL AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
UPHEAL MAKES NO WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA, RESULTS, OR CONTENT OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, COMPLETE, OR RELIABLE.
While Upheal may implement regular backup procedures, you acknowledge and agree that to the fullest extent permissible by applicable law, Upheal does not guarantee the preservation or recovery of any data and shall not be liable for any loss of data uploaded on or collected via the Platform.
Nothing in the Platform constitutes medical advice, diagnosis, prognosis, prediction, or treatment recommendations, and the Platform must not be relied upon as a substitute for professional clinical judgment. The Platform is not a medical device under applicable law, and in particular does not fall within the scope of the EU Medical Devices Regulation (EU) 2017/745 or the U.S. Federal Food, Drug, and Cosmetic Act (FD&C Act). You are solely responsible for validating and reviewing all outputs (including transcripts, summaries, and AI-generated materials) before relying on them in any professional or clinical context.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, THE ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO UPHEAL FOR ACCESS TO THE PLATFORM DURING 12 MONTHS IMMEDIATELY PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM, OR (B) $100.
Miscellaneous
You may not assign, delegate, or otherwise transfer these Terms, or any of your rights or obligations under them, without our prior written consent, and any attempted assignment without such consent will be null and void. Upheal may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets, provided that such assignment does not materially diminish your rights under these Terms. These Terms will be binding on and inure to the benefit of the parties, their successors, and permitted assigns.
These Terms, and any dispute, claim or controversy arising out of or relating to them or to your use of the Platform, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. We encourage you to contact us in case of any issues. If a dispute does arise out of these Terms or related to your use of the Platform, and it cannot be resolved through mutual discussions, then it shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and you consent to the personal jurisdiction of such courts.
EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS.
These Terms and any referenced policies form the entire agreement between you and us and supersede all prior written or oral agreements. If any provision of these Terms is held to be unenforceable, such provision will be considered modified to the extent necessary to enforce it. If a provision cannot be modified, it is severed from these Terms, and all other provisions remain in force. If either party fails to enforce a right provided by these Terms, it does not waive the ability to enforce any rights in the future.
If you have any questions or concerns regarding these Terms or other policies, please contact us at legal@upheal.io.
