Terms of Service for Upheal

1. Terms of Service

• These Terms of Service (this “Agreement” or “Terms”) form an agreement between you (“you” or “Customer”) and Upheal Inc., a Delaware corporation (“Upheal”, “we,” or “us”) regarding the provision of Upheal's platform that enables healing professionals, which include psychotherapists, coaches, psychiatrists, body workers, spiritual directors, physicians, healers, nurses and anyone who meets with clients for the purposes of healing and growth  to conduct online sessions with their clients utilising features such as an automatic transcript, summaries, and many others. You must read, agree to, acknowledge, and accept all of the terms and conditions contained in this Agreement in order to use our website and all affiliated websites, including mobile websites, owned and operated by us, our predecessors or successors in interest, or our affiliates (collectively, the “Websites”), all services, applications, software, features and products that are accessible through our Websites (“Platform”) that link to or reference this Agreement (collectively the “Services”) whether provided by us or our affiliates. The materials contained in the Services are protected by applicable copyright and trademark law. Your use of the Service is subject to the terms of this Agreement, which may be updated from time to time. 
• By using Websites and the Platform you agree to these Terms and to the other policies we post. 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.
• We may modify these Terms at any time and at our sole discretion. You must consent to any updated Terms before you continue using the Services following any update to these Terms. We invite you to check this page regularly for updates to these Terms.

2. Upheal Account

• In order to use our Services, you have to create a user account on the Platform. 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.
• To create an account, you must be at least 18 years old or older, or of the age of majority in your local jurisdiction, whichever is higher, and legally capable of forming a binding contract with Upheal Inc.
• You are responsible for anything that occurs when anyone is signed into your account, as well as the security of the login information, including your password. 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.

3. Abusive Conduct

• Customers are responsible for all activity on their account. If a Customer violates our policies we may terminate their account. 
• The Platform can not be used for actions that are illegal, against good morals, or exploit the Platform in a technical way. If a Customer does act in this way, Upheal has the right to immediately terminate this Agreement with such Customer, close their account and remove any content of such Customer from the Platform. 

4. Being a Customer

• The Customer is a provider of mental health, coaching, or related services. You represent and warrant that you are appropriately licensed to provide such services in accordance with applicable laws and regulations and that you will not use the Services if such use does not comply with applicable laws and regulations.
• You can use the Platform for conducting and facilitating online sessions with your clients . You can add your clients or patients (“Users”) into your account and invite them to participate in scheduled online therapy sessions in the form of online calls (“Sessions”). Users will receive an invitation to a Session with a link that will allow them to access the Session via the Platform. 
• If the User provides appropriate consent regarding the use of their personal data, you will be able to use the Platform to conduct a Session. You will be able to utilise all features of the Platform, such as an automated voice-to-text Session transcription, automated bookmarks and summaries created by AI models, various note-taking capabilities, and other features or parts of the Services that may be updated from time to time. Some of the features are powered by AI models. Upheal takes no responsibility for the content or accuracy of any information or content generated as part of the Services (such as transcript, summary, etc.). You are responsible for reviewing, editing, and completing the relevant information and content. 
• Each Session is recorded automatically so that the transcript and other features of the Services can be provided. You are not automatically able to access the recording (audio and video) of the Session. If you wish to access the recording of the Session, you can use a specific feature [Store recording] during the Session to obtain the User's consent to access and keep the recording of the Session. If the User refuses to provide such consent, you will not be able to access such recording later, as the recording will be automatically deleted after processing.

5. Fees

• The current Beta version (early access) version of Upheal’s Services is provided to the Customers without any charge.
• 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.
• Upheal is not responsible for your internet access fees or mobile data usage (or other means of connecting) while you use our Services.

6. Restrictions

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• You represent, warrant, and agree that you will not (by yourself or through a third party):

1. Use the Platform to pursue any abusive conduct as outlined in Section 3 of these Terms;
2. Use the Services to pursue any illegal activities as defined by the law of any applicable jurisdiction;
3. Sell the Services to a third party without explicit consent of Upheal;
4. Modify or reverse engineer the Services;
5. Attempt to compromise the security of the Platform and/or the Websites;
6. Impersonate another person; and
7. Give access to the Services to any third party or anyone in your organisation by using your login account credentials, without complying with all your obligations arising from Health Insurance Portability and Accountability Act 1996, in particular 45 CFR § 164.508, or without receiving disclosure authorization from your Users, in case such disclosure authorization is required.

• We are making our best effort to implement industry standard security measures to our Services. You are responsible for keeping safe the data that you upload or collect by using the Services. 
• Only Customers who are 18 years old or older, or of the age of majority in their local jurisdiction, whichever is higher, and legally capable of forming a binding contract with Upheal Inc. may use the Services. By creating an account on the Platform as a Customer, you declare and warrant that you are a natural person \18 years old or older, or of the age of majority in your local jurisdiction, whichever is higher, and legally capable of forming a binding contract with Upheal Inc. and that you are an appropriately licensed mental health clinician, coach or other healing professional in accordance with applicable laws and regulations.  Using the Services in violation with this article is considered a violation of these Terms.
• Customers are not allowed to use the Services and the Platform within the territory (or in the interests of business conducted in the territory) of the Russian Federation.

7. Upheal’s Role

• We proactively monitor the usage of Upheal to make sure Customers follow these Terms. We also investigate reports of potential violations. 
• In most cases, we will work with Customers to resolve any potential violations and allow the Customer to continue using Upheal. Terminating accounts is not an action we take lightly and is done in only the most extreme cases.
• Upheal reserves the right to restrict or remove a Customer from Platform, including if they violate our Platform policies as outlined in the section ‘Restrictions’. Upheal also reserves the right to terminate Customer's account on an individual basis, including but not limited to the Customer being 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 Upheal better. We may add or remove features, and we often test features with a random subset of our community. If we believe a feature is significantly different from these Terms, then we explain those differences in the test. You acknowledge that we may change or deprecate the features of the Services.

8. Deleting an Account

• If you wish to permanently delete your account please contact us at support@upheal.io. You can learn more about what information is deleted and what we continue to store after the account is deleted in our Privacy Policy.
• We can terminate or suspend your account at any time at our discretion. We can also remove any descriptions, posts, or features at our discretion.
• These Terms remain in effect even if you no longer have an account.

9. Upheal’s Creations

• Note that the materials displayed or available on the Platform or through the Services, including text, graphics, data, articles, comments, and Customer submissions (the “Content”), are protected, whether registered or not as the copyright or other type of intellectual property (the “Intellectual Property”). You are responsible for all Content you contribute to the Services, and you represent and warrant you have all rights necessary to do so. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, publish, transmit, upload, display, licence, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including our’s) rights. You also acknowledge that all Services and Platform-related Intellectual Property (i.e., all existing and future trademarks, service marks, domain names and business names, rights pertaining to inventions, designs, sample projects, databases, and proprietary information (including, without limitation, trade secrets and know-how), copyrights, moral rights and all other assets and benefits commonly regarded as Intellectual Property is the sole property of Upheal. You shall not acquire any right, title, or interest in the aforesaid Intellectual Property or otherwise in connection with the Service, except for the limited rights of use expressly set forth in the Terms. Any rights not expressly granted herein shall be deemed withheld.
• The Platform may only be used during the time that the Terms are in force between you and Upheal and only in such a manner as necessary for using the Platform for its intended purpose. You acknowledge that you have no right to have access to the Platform’s source code.
• You have no right to sub-license or assign the licence under these Terms and shall ensure that the Platform does not become the subject of any charge or encumbrance without the prior explicit consent of Upheal.
• We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing and to terminate the accounts of repeat alleged infringers.

10. Indemnity

• To the fullest extent allowed by applicable law, you agree to indemnify and hold Upheal, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (the “Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

11. Warranty Disclaimer

• All Services and the Platform are provided “as is” and without warranty of any kind. Any warranty of merchantability, fitness for a particular purpose, non-infringement, and any other warranty is excluded to the greatest extent permitted by law.
• We back up all the data created on the Platform on a regular basis. However, you acknowledge and agree that to the fullest extent permissible by applicable law, Upheal shall not be responsible for any loss of data uploaded on or collected via the Platform.
• The Platform is currently provided in its beta version, which has not yet been released to the general public. We welcome any feedback on the current version. If you have any suggestions for improvement of our Services, please contact us at  support@upheal.io. If you use the beta version of the Platform you assume all risks associated with the beta software. You acknowledge that some features, such as the option to access the recording of the Session, may not be available in the beta version.
• The disclaimers of warranty under this clause also apply to our subsidiaries, affiliates, and third-party service providers.

12. Limitation of Liability

• TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPHEAL, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, 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 SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF UPHEAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY FOR DAMAGES IS LIMITED TO THE AMOUNT OF MONEY WE HAVE EARNED THROUGH YOUR USE OF UPHEAL DURING 12 MONTHS PRECEDING THE CLAIM. WE ARE SPECIFICALLY NOT LIABLE FOR ANY LOST REVENUE, LOST PROFITS, OR LOSSES CAUSED BY CONFLICTING CONTRACTUAL AGREEMENTS.
• Upheal accepts no liability for any disruption or non-availability of the Platform or Services.
• Upheal reserves the right to alter, suspend, or discontinue any part (or the whole of) the Platform and Services including, but not limited to, any products and/or features available.
• Upheal shall not be responsible for keeping any data or information accessible at all times, and the time period for which specific data or information is accessible is limited. 
• Upheal is not a medical device and does not provide diagnosis, prediction, prognosis, treatment recommendation, or any other medical advice or recommendation. In particular it doesn’t fall under Medical Devices Regulation (EU) 2017/745 or FD&C Act (US). 
• For this clause “we”, “our” or “Upheal” is defined to include our subsidiaries, affiliates, officers, directors, employees, agents, and third-party service providers.

13. Assignment

• Upheal may at any time assign this Agreement to a third Party, in which case such assignment will not result in deterioration of your rights. We will notify you about such assignment and the assignment will be effective as of your receipt of our notice.

14. Dispute Resolution and Governing law

• These Terms shall be governed by and construed in accordance with the laws of the state of Delaware..
• 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 Upheal, and it cannot be resolved after you talk to us, then it must be resolved by competent courts. All disputes arising from these Terms shall be the exclusive jurisdiction of the competent courts of the state of Delaware.

15. Miscellaneous

• 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.
• We may sometimes make changes to these Terms and other policies. If we make material changes that adversely affect your rights, then we will let you know before the changes come into effect. You must consent to any updated Terms before you continue using the Services following any update to these Terms.
• If you have any questions or concerns regarding these Terms or other policies, please contact us at privacy@upheal.io