Terms & Conditions

Introduction

These terms and conditions of use (“Terms of Use”) govern your use of the website located at uptivhealth.com, and its subpages, and any associated websites, mobile sites or applications, products, and software (collectively the “Sites”). The Sites are intended to facilitate providing information and support regarding certain illnesses and purchasing services and products (collectively, the “Services”)”. The Sites and the Services are owned and controlled by Uptiv Health, Inc. and its subsidiaries, affiliates, successors, and assigns (collectively, “we,” “us,” or “our”). The terms “you” and “your” mean you or any other person using the Sites on your behalf.

Please read these Terms of Use carefully and in their entirety, as these Terms of Use include important information about your legal rights, remedies, and obligations. Feel free to contact us if you have any questions regarding these Terms of Use.

Acceptance of Terms

Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Sites and the Services. By using the Sites and the Services, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Use, and our Privacy Policy, and a Notice of Privacy Practices from an affiliated Provider (defined below). Please note that additional terms and conditions may apply to some of the Services, all of which terms are made a part of these Terms of Use by reference. In the event of a conflict between these Terms of Use and the terms posted to a specific portion of a Sites or for any of the Services, the supplemental terms shall control with respect to your use of the specific portion of the Sites or the Services.

Additionally, your ability to use some of the Services may involve other terms and conditions regarding third party products and services. These terms and conditions may apply to you, but in no event shall such terms apply to us.

Privacy Practices

You agree that information provided by you in connection with the Sites and the Services shall be governed by our Privacy Policy, which is hereby incorporated and made a part of this Agreement. Please read the Privacy Policy to learn how your information will be handled.

‍Your Account

These Terms of Use will remain in full force and effect for as long as you use the Sites and any of the Services. To use many of the Services, you must first create a user account (“Account”). The terms “you” and “your” as used in these Terms of Use also include any person accessing your Account on your behalf.

You must safeguard your login information that you use to access your Account and you must not disclose this information to anyone. You must notify us promptly of any unauthorized use of your Account or password by emailing us at the contact information listed below.

We may contact you by telephone, mail, text, or email to verify your Account information. We may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Sites and the Services until you provide the information to us as requested.

In the event that your Account is terminated, these Terms of Use will remain, to the extent applicable, in full force and effect.

We reserve the right, in our sole discretion, to terminate your Account, with or without cause, and with or without notice.

Services

The Practices and the Providers

We contract with and offer the Sites and the Services to allow patients and the medical practice, Uptiv Health MI, P.C. (collectively the “Practices”), to connect and set up consultations with the Practices’s healthcare providers (the “Providers”). 

We contract with and provide administrative services to the Practices, which are independently owned by a licensed physician and not the Practices. We do not employ or in any way supervise or control the Providers providing care to you. While we facilitate care coordination, we do not engage in the practice of medicine or provide medical advice or care. The content of the Sites and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by us. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. 

The Practices’ Providers deliver clinical services to you. Providers are independently contracted or employed by the Practices and use the Sites as a way to coordinate access for you. We are not responsible for the quality and appropriateness of the care the Providers render to you. You are ultimately responsible for choosing your particular Provider, and the doctor-patient relationship is between you and the Provider you ultimately select. Your interactions with the Providers are not intended to replace your relationship with your other health care practitioners or primary care physician. Neither us, nor any of our subsidiaries or affiliates or any third party who may promote the Sites or the Services, shall be liable for any professional advice obtained from a Provider, or any information obtained on the Sites.

You acknowledge and agree to the following regarding the Practices and Providers:

  • Although your ability to use some of the Services may involve other terms and conditions regarding third party products and services, in no event shall these third party terms and conditions apply to the Practices or Providers.
  • The Practices currently accept payment from federal and state health care programs, such as Medicare, and certain private health care plans listed on https://www.uptivhealth.com/ for the Services. If you are not covered by one of the health plans listed on the site, by agreeing to use the Services, you acknowledge and agree that you will pay directly for any Services, and neither the Practices nor the Providers will bill any insurance for such Services.
  • The Practices operate subject to state and federal regulations, and the Services may not be available in your state.
  • Any information you upload, submit, post or transmit to the Practices constitutes “User Information” for purposes of these Terms of Use.
  • These Terms of Use create rights and remedies with respect to the Practices, the Providers and their respective affiliates, successors and assigns.
  • The indemnification provisions described under “Indemnification” also apply such that you agree to indemnify the Practices and Providers.
  • The section entitled “Ownership and Copyright” applies to any Materials that are the property of the Practices.

Not for Emergencies
The Sites and the Services are not intended for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Sites. If you believe you have an emergency, call 9-1-1 immediately. You should seek emergency help or follow up care when recommended by a provider or when otherwise needed. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or modification.

Not an Insurance Product
We are not an insurer. The Services are not an insurance product, and the amounts you pay to us are not insurance premiums. If you desire any type of health or other insurance, you must purchase such insurance separately.

In-Person Care
You understand that if you receive in-person care from Providers as a result of using the Sites, at the time of such care, the risks and benefits of treatment will be explained to you and you will have the opportunity to ask your health care provider questions about such risks and benefits of treatment and anything you do not understand about the treatment.

Prescription Policy
We do not endorse any specific medication, pharmacy, or pharmacologic product. If a Provider prescribes a medication, he/she will limit supply based upon state regulations and will only prescribe a medication as determined in his/her own discretion and professional judgment. There is no guarantee a prescription will be written. Providers shall use their own discretion and professional judgment to prescribe DEA controlled or scheduled medications, or certain other drugs which may be harmful because of their potential for abuse. Providers reserve the right to deny care for actual or potential misuse of medical care and any associated prescriptions. You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. You agree to fully and carefully read all provided prescription information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription. We, and the Practices, fully honor patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct the Practices to transmit that prescription to the pharmacy of your choice.

Availability of Services

We operate subject to state and federal regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling for and/or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Sites and/or the Services is limited exclusively to users located in states within the United States where the Services are available. Accessing the Sites or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited. We currently provide services in the following U.S. jurisdictions: Michigan.‍

User Information

In your use of the Sites or the Services, you may submit, upload, post, or transmit to us content, including without limitation text, photos, audio, code, instructions, requests, ideas, suggestions, comments, forms and agreements, files, videos, images, and other materials (collectively, “User Information”).

You agree not to provide any User Information that:

  • contains sexually explicit content that is pornographic, obscene, harmful to minors, or constitute violations of child pornography or child sexual exploitation laws;
  • denigrates any ethnic, racial, sexual, or religious group by stereotypical depiction or otherwise;
  • harasses any individual or group;
  • exploits images or the likeness of any individual other than yourself (except where you have obtained express permission from such other individual(s));
  • makes use of offensive language or images;
  • promotes physical harm of any kind against any individual or group or characterizes violence as acceptable, glamorous, or desirable;
  • provides instructional information about illegal activities;
  • contains or transmits any virus or any other programming routines that may detrimentally interfere with computer systems or data;
  • contains information that could be used for identity theft purposes, such as social security numbers, credit card, bank account or other financial information, driver’s license numbers, security codes or passwords;
  • contains private or sensitive information about any other individual, such as information about that person’s sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, physical or mental health conditions, or other sensitive matters, without first obtaining that person’s express permission; or
  • contains the image, name, or likeness of anyone other than yourself, unless you have first obtained that individual’s express permission.

You agree not to contact other users of the Sites through unsolicited e-mail, telephone calls, mailings, or any other method of communication.

You understand and agree that any User Information you provide through the Sites or the Services, whether by direct entry, submission, phone, text, chat, email or otherwise, including, but not limited to, data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary. 

By submitting, posting, or displaying User Information, you give us and our sub-licensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Information that you submit, post, or display on or through the Sites or the Services, to the extent permitted by applicable privacy laws.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. We shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us via the Sites or the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

You represent and warrant that you have the right to provide all User Information as set forth herein. If you violate the restrictions set forth in this User Information section or under “Your Restrictions” below, we have the right to immediately remove your User Information from the Sites.

We do not and shall not have any obligation to review User Information, and therefore we do not guarantee the accuracy, integrity or quality of User Information and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable User Information will not appear on our Sites or in our Services. We do, however, reserve the right to review any or all User Information in our sole discretion. In addition, we reserve the right to alter, edit or remove any User Information, in whole or in part, at our sole discretion.

You may not use, copy, reproduce, distribute, publish, display or perform, create derivative works of, transmit, sell, or in any way exploit any of the User Information posted by others except as expressly set forth in these Terms of Use.

User Information posted on our Sites by any person, regardless of that person’s affiliation or non-affiliation with us, reflect only the opinions of the person posting the User Information.

Your Restrictions

You may not:

  • use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Site;
  • use any content or information available on the Site or through the Services for any unauthorized purpose;
  • interfere with or damage the Site or servers or networks connected to the Site or disobey any requirements, procedures, policies, or regulations of networks connected to the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing of electronic mail address information, or similar methods or technology;
  • upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
  • upload, post, e-mail, or otherwise transmit any information that you do not have aright to transmit under any law or under contractual or fiduciary relationships;
  • impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity;
  • attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by the Site;
  • harvest or collect Personal Data (as defined in the Privacy Policy) about any other individual who uses the Site or the Services;
  • infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including, but not limited to, such rights of third parties; and
  • assist any third party in engaging in any activity prohibited by these Terms of Use.

In addition to any remedies that we may have at law or inequity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of your information or related materials from the Site.

Your Representations and Warranties

In addition to any other representations and warranties set forth in these Terms of Use, you represent and warrant and agree that:

  • you have the full right and power to enter into and perform these Terms of Use;
  • you will comply with the above acceptable use requirements;
  • you are older than 18 years old, as the Services are only for users of the age of 18 or older.

Consent to Communications

When you use the Site, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

By providing us with your phone number, you are agreeing to be contacted by us at the number you have provided, including calls and text messages, to receive informational, Services related and marketing communications relating to the Site and the Services.  You can opt-out of receiving further calls and text messages by following the opt-out instructions within the email or text message, or by emailing us at info@uptivhealth.com . Please note that by withdrawing your consent, some Site features and certain Services may no longer be available to you.

Ownership and Copyright

Copyrights, trademark rights, database rights, design rights, and any and all other intellectual property and other rights relating to the Site, the Services, and any information or documents offered by us and/or the Site existing now or in the future including but not limited to computer programs, source and object code, documentation, software graphics, text, images, designs, videos, sound, illustrations, animations, databases, logos, domain names, trade names and trade identities (collectively, the “Materials”), are our property. All elements of the Site, including without limitation the general design and the Materials, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. The Site, the Services, and the Materials may only be used for the intended purpose for which they are being made available.

Images of people or places displayed on the Site are either our property or used with permission. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Any copying, reproduction, publication, posting, transmission, or distribution of any part of the Materials in any way is prohibited. No license or right, express or implied, is granted to any person under any intellectual property right. Except as authorized under copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available through the Site. Modification of the Materials or use of the Materials for any other purpose is a violation of our copyright and other proprietary rights. We neither warrant nor represent that your use of the Materials will not infringe the rights of third parties not owned by or affiliated with us.

Digital Millennium Copyright Act

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that content appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content posted on the Site infringe your copyright, you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the content be removed, or access to it blocked. The notice must include the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
  • Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, are presentative list of such works);
  • Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Site;
  • Your name, address, telephone number, and email address (if available);
  • A statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/for details. Notices and counter-notices with respect to the Site should be sent to the contact information listed below. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

Accuracy of Information and Functionality

Although we attempt to ensure the integrity and accuracy of the Services descriptions, the Materials, and other content on the Site, we make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Site, the Services descriptions, the Materials, and other content on the Site. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Site by third parties. Materials contained on the Site may be changed or updated without notice. Additionally, we shall have no responsibility or liability for information or content posted to the Site from any third party not affiliated with us. We may at our discretion withdraw, suspend, or discontinue any functionality or feature of the Site or the Services, among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Site in accordance with our internal record retention and/or destruction policies.

Links to Other Websites

The Site may allow connectivity (e.g., via links or references) through website, platforms, and applications maintained by third parties such as Facebook, Instagram, LinkedIN and Twitter over whom we have no control. Any content you provide through those third party websites are subject to terms and conditions of those websites. Inclusion of any link to such third party websites does not imply an endorsement or recommendation by us. We make no representations or warranties of any kind as to the accuracy, currency, or completeness of any information contained in such websites and shall have no liability for any damages or injuries of any kind arising from such content or information. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OFTHE SITE OR THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES AREPROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT ALLOWEDBY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (2) WE MAKE NO WARRANTY THAT (a) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS;(b) THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE,OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE ORTHE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS,SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGHTHE SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SITEWILL BE CORRECTED; (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGHTHE USE OF THE SITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK ANDTHAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM ORLOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; (4) NOADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US ORTHROUGH OR FROM THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY NOTEXPRESSLY STATED IN THE TERMS; AND (5) YOU SHOULD ALWAYS USE CAUTION WHENGIVING OUT ANY PERSONAL INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVELEGAL AUTHORITY. SPECIFICALLY, WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF ELECTRONIC & TELECOMMUNICATION  SERVICES AND ACCESS TO THE ELECTRONIC OR TELECOMMUNICATION SERVICES AT ANY TIME OR FROM ANYLOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE ELECTRONIC OR TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE ELECTRONIC OR TELECOMMUNICATION SERVICES. WE DO NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE,WE SPECIFICALLY DISCLAIM ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN OR USE OF THE SERVICES. FURTHER, PLEASE NOTE THAT NOADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

Limitation of Liability Regarding Use of the Site

EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION:

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE SITE OR THE SERVICES, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (e) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR WITH RESPECT TO THE SERVICES.

Supplemental Terms Applicable to Providers

These supplemental terms apply to healthcare providers using the Sites in addition the other provisions of these Terms of Use. In the event of a conflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.

To be a healthcare provider using the Sites (for purposes of this Section “Supplemental Terms Applicable to Providers,” referred to as “you” or a “Provider”) you must be a licensed physician, nurse practitioner, or healthcare professional contracted or employed by the Practices, and must agree to comply with all laws, medical board rules and other rules and regulations applicable to you as a Provider or otherwise. Your relationship with the users of the Sites (including, but not limited to, your patients at your applicable Practice) is directly between you and the patient. The patient will never have a physician-patient relationship with us. We do not practice medicine and offer no medical services. As set forth more fully below, you are solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, you and the Practices are solely responsible for all billings and collections from patients and other consumers, except that we may conduct billing and collections from patients and other consumers and immediately remit all such billings and collections to the Practices, when providing administrative services on the Practices’ behalf, and we shall have no liability whatsoever to you with respect to any amounts owed by any patient or other consumer to you.

We do not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with you, goods or services offered by you, including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations. You should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining your compliance obligations under law. You, and we, agree that we are not providing, to customers or anyone else, medical advice or legal advice.

You will use the Sites and Services only in accordance with applicable standards of good medical practice. While software products such as the Sites and Services can facilitate and improve the quality of service that you can offer patients, many factors, including but not limited to the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. You shall be solely responsible for your use of the Sites and Services, and the provision of medical services to your patients. In this regard, you release us and our affiliates and waive any and all potential claims against us and our affiliates as a result of your use of the Sites and Services, and the provision of services to your patients.

As a result of the complexities and uncertainties inherent in the patient care process, you agree to defend, indemnify and hold us and our affiliates harmless from any claim by or on behalf of any your patients, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against us or our affiliate, regardless of the cause if such claim arises for any reason whatsoever, out of your use or operation of the Sites and Services. To the extent applicable, you will obtain our prior written consent to any settlement or judgment in which you agree to any finding of our fault or defect in the Sites or Services. We will promptly notify you in writing of any claim subject to this indemnification, promptly provide you with the information reasonably required for the defense of the same, and grant to you exclusive control over your defense and settlement.

If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images or other materials to us or our Sites (“Provider Content”), solely in an effort to improve the functioning of the Sites for providers, you agree not to provide any Provider Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You are solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers in conjunction with medical examination activities. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to us that you have the legal right and authorization to upload all Provider Content at the Sites. We shall have a royalty-free, irrevocable, transferable right and license to use the Provider Content however we desire, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Provider Content and/or incorporate such Provider Content into any form, medium or technology throughout the world. We are and shall be under no obligation: (i) to maintain any Provider Content in confidence; (ii) to pay to you any compensation for any Provider Content; or (iii) to respond to any Provider Content.

We reserve the right (but not the obligation) to monitor and edit or remove any Provider Content submitted to the Sites. You grant us the right to use the name that you submit in connection with any Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider Content. You are and shall remain solely responsible for the content of any Provider Content you post to the Sites. We, and our affiliates, take no responsibility and assume no liability for any Provider Content submitted by you or any third party.

No Third Party Rights

Unless expressly stated in these Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns, nor shall any provision give any third parties any right of subrogation or action over against you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns.

Assignment

You may not assign, transfer, or delegate these Terms of Use or any part thereof without our prior written consent. We may freely transfer, assign, or delegate all or any part of these Terms of Use, and any rights or duties hereunder or thereunder. These Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assigns of the parties.

Dispute Resolution; Arbitration

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York excluding its conflict of law rules.

 Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with its commercial arbitration rules and any supplementary rules and procedures for consumer related disputes by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the JAMS in accordance with its commercial arbitration rules. The place, or legal seat of arbitration, shall be New York, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall bear its own arbitration filing fees.

 The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs or to proceed ex aequo et bono. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party(other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

‍Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disaster.

Indemnification

You agree to defend, indemnify, and hold us, and our affiliates, harmless from and against any and all rights, demands, losses, liabilities, judgments, fines, interest, penalties, damages, claims, expenses, causes of action, actions, suits (no matter whether at law or equity), fees, and costs, (including, without limitation, attorneys’ fees and fees of other professional advisors) arising directly or indirectly out of or in connection with: (a) your use or misuse of the Site, the Services, the Materials, or any information posted on the Site; (b) your breach of these Terms of Use or the Privacy Policy; (c) the content or subject matter of any information (including without limitation User Information) you provide to us; (d) any negligent or wrongful act or omission by you in your use or misuse of the Site, the Services, the Materials, or any information on the Site, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct; and/or (e) your failure to comply with any applicable laws or regulations.

Termination, Modification, and Other General Terms

We reserve the right, in our sole discretion, to terminate your access to all or part of the Site, with or without cause, and with or without notice. Unless otherwise stated, any other rules, restrictions, guidelines and terms and conditions that may be posted or made available in connection with a particular feature of the Site or the Services are incorporated by this reference into these Terms of Use.

We reserve the right to modify these Terms of Use from time to time in our sole discretion, effective upon posting. In the event of such changes, we will post the changes on the Site and/or notify you via email. Any use of the Site or the Services after such changes will be deemed an acceptance of those changes. You should periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound.

These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof. In its sole discretion, certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Site.

If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Your use of the Site or the Services is independent of us and not as our employee, agent, partner, or joint-venturer for any purpose. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

How to Contact Us:

Uptiv Health, Inc.
85 5th Ave, 8th Floor, New York, NY, 10003
info@uptivhealth.com

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