Effective Date: January 9, 2023

THIS PLATFORM AND THE SERVICES MAY NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.  IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 OR GO TO THE NEAREST HOSPITAL IMMEDIATELY.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR PLATFORM.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US OR THE HEALTH CARE PROVIDERS ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OR THE PLATFORM WILL BE RESOLVED BY BINDING ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW.

Introduction and Acceptance of Terms and Conditions

The following terms and conditions (“Terms and Conditions”) govern (i) your access to and use of the website at www.uplivhealth.com, which is owned and operated by Caire Women’s Health, Inc., and (ii) other online or mobile-enabled technology, digital tools and other services and products provided by Caire Women’s Health, Inc. which link to these Terms and Conditions (together with the website at www.uplivhealth.com and in connection with or as part of providing our services, including our patient portal (the “Patient Portal”), or in communicating with you (collectively, the “Platform”).  In these Terms, “we”, “our”, “us”, and “Upliv” collectively refer to Caire Women’s Health, Inc. and its affiliated organizations.  Upliv does not provide medical advice or care through the Platform. Upliv contracts with Medical Services of New Hyde Park, P.C. (the “Practice”), which is an independent, physician-owned medical group, to assist the Practice in delivering telehealth consultations between the Practice’s physicians and other health care professionals (“Health Care Providers”) and their patients. The Practice’s Health Care Providers deliver clinical services via the Platform to the Practice’s patients. The Health Care Providers, and not Upliv, are responsible for the quality and appropriateness of the care they render to you. The terms “you,” “your” and “yours” refer to the person using the Platform.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU START TO USE THE PLATFORM.  BY CLICKING “I ACCEPT,” OR BY ACCESSING OR USING THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH HEREIN, YOU MUST NOT ACCESS OR USE THE PLATFORM.

Description of Upliv Services

You understand and agree that the Platform is intended to facilitate the following services (the “Services”): (i) providing registered users with information on health care and wellness topics; (ii) providing individuals with access to technology-oriented tools for addressing certain health issues; (iii) administrative support in connection with scheduling appointments on the Platform; and (iv) technology support for using the Platform as a means of direct access to Health Care Providers for communication, consultations, assessments, and treatment by such providers.

Upliv does not provide any health care services, including via the Platform.  Rather, Upliv provides a technology platform for you to access a Health Care Provider who is employed or contracted with the Practice.  The health and wellness resources made available through our Platform are for informational purposes only, and are not a substitute for direct in-person health care services in all cases; nor are they an indicator of specific results.  The decision to focus on diagnosis, treatment recommendations, or both, rests with you and your Health Care Provider.  You understand that by coordinating and consulting with the Practice or its Health Care Providers through the Platform, you are not entering into a provider-patient relationship with Upliv.  You understand and agree that Upliv is not responsible for health care services, or your use of any health care services, provided by a Health Care Provider or the Practice, including any personal injury or property damage.

The Platform is structured for use specific to certain health care services and is not, and should not, be considered, or used as comprehensive medical advice, care, diagnosis or treatment.  Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding general personal health, medical conditions, or drugs or medications, and before commencing or discontinuing any course of treatment, drug or medication.

Telehealth Services

Telehealth involves the delivery of health care services using electronic communications, information technology, or other means between a Health Care Provider and a patient who are not in the same physical location. Telehealth may be used for diagnosis, treatment, follow-up and/or related patient education. These telehealth services may involve various modalities, including asynchronous interactions, real-time video and audio encounters and interactive audio with store and forward.  Please refer to our Telehealth Informed Consent www.uplivhealth.com/telehealth-consent to learn about the risks, benefits, and limitations of utilizing telehealth to meet your health care needs and to consent to receive services utilizing telehealth technologies.

Eligibility and Availability

In order to access the Services through the Platform, you represent and warrant that:

• You are at least 18 years of age or older.
• You live in the United States and in a state or territory where the Platform is available.
• You agree to be legally bound by and comply with these Terms and Conditions.
• You have compatible computing and/or mobile devices, sufficient access to the Internet, and certain necessary software in order to use the Platform.  Fees and charges may apply to your use of the mobile services and to the Internet.

If you do not meet all of these requirements, you must not access or use the Platform.  You understand and agree that satisfying the above requirements does not guarantee that you will receive the Services through the Platform. In addition to the above requirements, Upliv, the Practice and its Health Care Providers reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.  Further, the Practice’s Health Care Providers delivering health care services may on a case-by-case basis determine that certain criteria apply to utilizing the Platform for the health care services or that health care services are not appropriate in any individual instance for a particular user.

Upliv is based in the United States. We provide the Platform and our Services for use only by persons located in the United States. We make no claims or representations that the Platform or any of the content made available therein is accessible or appropriate outside of the United States.  Access to the Platform may not be legal by certain persons or in certain countries.  If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Our Services are currently only available to individuals located in certain states.

Information About You and Your Use of the Platform

Please refer to our Privacy Notice www.uplivhealth.com/privacy-notice to learn about our privacy practices with respect to your personal information. Please refer to the Practice’s Notice of Privacy Practices www.uplivhealth.com/notice-of-privacy-practices to learn about our privacy practices with respect to your Protected Health Information.

Changes to the Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion.  All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter.  If we make material changes that would impact your use of the Platform, we will endeavor to notify you of the changes, such as by posting a notice directly on the Platform, by sending an email notification (if you have provided your email address to us), or by any other reasonable method. Your continued use or re-visitation of the Platform following the posting of revised Terms and Conditions means that you accept and agree to the changes.  You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. If you do not agree to the changed Terms and Conditions, you should immediately terminate your use of the Platform.

Accessing the Platform

We reserve the right to withdraw or amend the Platform, and any material we provide on the Platform, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform or the entirety of the Platform.

You agree that all information you provide to the Platform is governed by our Privacy Notice www.uplivhealth.com/privacy-notice and the Practice’s Notice of Privacy Practices www.uplivhealth.com/notice-of-privacy-practices and you consent to all actions we take with respect to your information consistent with our Privacy Notice.

Intellectual Property Rights

The Platform and the entirety of their contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.  No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and we reserve all rights not expressly granted herein.  Any use of the Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark and other laws.

Our name, brands, logos, slogans and other trademarks are our trademarks.  All other names, brands, logos, and product names, and designs appearing on the Platform are the trademarks of their respective owners. You may not use such trademarks without our prior written permission.

These Terms and Conditions permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may print or download a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our applicable end user license agreement for such applications.
• If we provide social media features, such as allowing you to share items you find in our news section through social media links in those posts, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from the Platform.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform.
• Access or use for any commercial purposes any part of the Platform or materials available through the Platform.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Platform:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate us, our employees, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm us or other users of the Platform or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other user’s use of the Platform, including his or her ability to engage in real time activities through the Platform.
• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Platform.
• Introduce any viruses, Trojan horses, worms, logic bombs, keystroke logging, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Platform, the server on which the Platform are stored, or any server, computer or database connected to the Platform.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform.

Reliance on Information Posted

The Platform may include content provided by third parties. All statements and/or opinions expressed in these materials, and responses to questions and other content, other than the content we provide, are solely the opinions and the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect our opinion.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Access, Correction, and Data Integrity

Although we attempt to maintain the integrity and accuracy of the information on the Platform, we make no guarantees as to its correctness, completeness, or accuracy. The Platform may contain typographical errors, inaccuracies, or other errors or omissions. If you believe that information found on the Platform is inaccurate or unauthorized, please inform us by contacting us at the contact details provided below.

Links to Other Websites and Resources

If the Platform contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Electronic Communications

You agree that when you use or enter the Platform, you affirmatively consent to conduct business electronically with Upliv, the Practice and its Health Care Providers, and engage in health-oriented activities with Health Care Providers of the Practice, and such processes have the same force and effect as your written signature.  You agree that all agreements and consents can be signed electronically and that 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.

You agree to receive invitations, notifications, reminders, and other communications from Upliv (and any of its affiliates or agents), the Practice and its Health Care Providers through the Platform, or by e-mail, phone or other method of communication.  These communications may include (but are not limited to):

• Notification that an important message awaits you on the Platform;
• Platform and service updates;
• General health communications from the Practice’s Health Care Providers.

Unsecured communications pose a risk to the confidentiality and privacy of information being sent because they might be intercepted by a third party.  You can opt out of receiving one of our e-mails by following the instructions for unsubscribing contained in the e-mails.  Please allow us ten (10) business days from when the request was received to complete the removal.  Please note that even if you unsubscribe from commercial e-mail messages, we may still e-mail you non-commercial (transactional) e-mails related to your account and your transactions via the Platform.  

Website Access, Security and Restrictions; Passwords

If you create an account on the Platform, you agree to complete the registration process by providing current, complete, and accurate information as required by Upliv.  You are responsible for all activities that occur under your account.  In the event access to the Platform or a portion thereof is limited, requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password.  You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party.  You agree that you are fully responsible for all activity occurring under your user ID.  Your access to the Platform may be revoked by Upliv at any time with or without cause.

As part of activating your account, you are required to provide us with a valid email address and to update your email address if it changes. By creating an account, you also consent to receive electronic communications from Upliv (e.g., via email, text message, or by posting notices to the Platform). These communications may include operational notices about your account (e.g., password changes and other information) and are part of your relationship with us. You agree that any communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. When permitted by law, we may also send you promotional communications via email, including newsletters, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided.

User Content & Conduct Guidelines

“User Content” is any content, materials or information (including, without limitation, any health information, medical history, conditions, problems, symptoms, personal information or protected health information, consent forms, agreements, graphics, messages, videos, photographs/images, data, questions, requests, comments, suggestions, etc.) that you upload, send, e-mail, display, distribute, post or otherwise transmit to us, at our request or on your own, on, or through the Platform.  You agree not to provide any User Content that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior; or (b) violates or infringes privacy, copyright, trademark, trade dress, trade secrets, or other intellectual property rights, proprietary rights, or any other applicable law or regulation.

Your privilege to use the Platform depends on your compliance with the conduct guidelines set forth above.  We reserve the right to monitor your account and may revoke your privileges to use all or some of the Platform and/or take any other appropriate measures to enforce these conduct guidelines if we become aware of violations. If you fail to adhere to these conduct guidelines, or any other part of these Terms and Conditions, we may terminate, in our sole discretion, your use of, or participation in, any part(s) of the Platform.  Any violation of this section may also subject you to civil and/or criminal liability.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that authorized files or content available for downloading from the Platform or the internet will be free of viruses, malware or other destructive code.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data.  WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PLATFORM, OR ON ANY WEBSITE LINKED TO THE PLATFORM.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AT YOUR OWN RISK, AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  NEITHER WE NOR ANY OF OUR PARTNERS OR AFFILIATES, MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, CURRENCY, ACCURACY, AVAILABILITY OR OPERATION OF THE PLATFORM, OR THE INFORMATION OR CONTENT INCLUDED THEREON.  WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM, OUR (AND OUR SERVICE PROVIDERS’) SERVERS, THE CONTENT, OR COMMUNICATIONS SENT FROM OR ON BEHALF OF US ARE FREE OF SCRIPT VIRUSES, TROJAN HORSES, WORMS, MALWARE, TIME BOMBS OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS, EXPECTATIONS, OR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

IN NO EVENT WILL WE, THE PRACTICE, ITS HEALTH CARE PROVIDERS, OR OUR AFFILIATES OR OUR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY OTHER ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, THE PRACTICE OR ITS HEALTH CARE PROVIDERS, OR OUR AFFILIATES OR ANY OF OUR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM FOR ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE PLATFORM.

THESE LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM OR ANY OTHER RELATED SERVICES.  THE OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OUR CONTROL.  UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE PLATFORM OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, OR PROGRAMS.  YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED TO THE PLATFORM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.  IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE § 1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.

Termination

We may terminate your use of the Platform for any or no reason at any time.  YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE PLATFORM.

DMCA Notification

We respect the rights of intellectual property holders.  If you believe that any content on the Platform violates these Terms and Conditions or your intellectual property rights, you can report such violation to us in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512).  In the case of an alleged infringement, please provide the following information:

1. A description of the copyrighted work or other intellectual property that you claim has been infringed;
2. A description of where the material that you claim is infringing is located on the Platform (including the exact URL);
3. An address, a telephone number, and an e-mail address where we can contact you;
4. A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf; and,
6. Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

We may request additional information before we remove allegedly infringing material. You may report a copyright violation by providing the above information to our designated agent at:

Copyright Agent
373 Park Ave S, 2nd Floor
New York, NY 10016
upliv-support@caire.health 619.377.1244

Dispute Resolution

In the event of any dispute, claim, question, or disagreement (“Dispute”) arising from or relating to these Terms and Conditions or the Platform, we and you (collectively, the “Parties”) shall use their reasonable efforts to settle the Dispute.  To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.  If the Parties do not reach such resolution within a period of thirty (30) days, then all Disputes shall be administered by the American Arbitration Association (“AAA”) under its rules for consumer arbitrations (“AAA Rules”). The venue for all Disputes arising under these Terms and Conditions shall be in New York County, New York, but you and we may agree to conduct the arbitration by telephone, online and/or solely based on written submissions. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum. This agreement to arbitrate will be specifically enforceable in any court having jurisdiction.  Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA.  Such a notice should be mailed to:

Caire Women’s Health, Inc.
373 Park Avenue South, Second Floor
New York, NY 10016
ATTN: Dispute Notice

The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations.  The Parties agree that one (1) arbitrator shall arbitrate the dispute.  The arbitrator shall be selected by the joint agreement of the Parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA.  The Parties agree that the arbitrator shall have sole authority to decide whether claims brought by either party (excluding claims brought under the following paragraph regarding intellectual property and preliminary equitable relief claims) are subject to this dispute resolution agreement.  The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the Parties agree shall apply.  The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator also does not have the power to vary the class action waiver provisions. The fees charged by the AAA and arbitrator shall be shared equally by the Parties. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Upliv will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. All arbitration proceedings will be confidential and all records relating thereto will be permanently sealed to the fullest extent possible under applicable law.

Either party may bring a claim related to intellectual property rights, seek temporary or preliminary specific performance or temporary or preliminary injunctive relief, or seek to bring an individual action in small claims court (provided such claim qualifies to be filed in small claims court, in any court of competent jurisdiction, without the posting of bond or other security. If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and Conditions and will remain valid and enforceable, except as prohibited by applicable law.

Governing Law and Jurisdiction

All matters relating to the Platform and these Terms and Conditions and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York regardless of where you access the Platform, and notwithstanding any conflicts of law principles.

Class Action Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS.  NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A COLLECTIVE OR CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY, AND EACH PARTY HEREBY WAIVES ANY RIGHT TO ASSERT CONSOLIDATED CLAIMS WITH RESPECT TO ANY DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS AND CONDITIONS OR ANY DISPUTES BETWEEN THE PARTIES.  NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

Limitation of Time to File Claims

ANY ACTION, CLAIM OR DISPUTE YOU HAVE AGAINST US MUST BE FILED WITHIN ONE (1) YEAR, UNLESS PROHIBITED BY APPLICABLE LAW.  THE ONE-YEAR PERIOD BEGINS WHEN THE CLAIM OR NOTICE OF DISPUTE FIRST COULD BE FILED.  IF A CLAIM OR DISPUTE IS NOT FILED WITHIN ONE YEAR, IT IS PERMANENTLY BARRED.

Miscellaneous

Notices

You agree that we may provide you with notices, including those regarding changes to these Terms and Conditions, by e-mail to the address you provide to us.

Entire Agreement

These Terms and Conditions constitute the entire agreement between you and us with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto.  No failure to exercise, and no delay in exercising, on the part of you or us, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.  In the event of a conflict between these Terms and Conditions and any other terms, the terms of these Terms and Conditions shall govern.  If any provision of these Terms and Conditions is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve, as closely as possible, the effect of the original term and all other provisions of these Terms and Conditions will continue in full force and effect.  The headings of sections and paragraphs in these Terms and Conditions are for convenience only and shall not affect its interpretation.

Your Comments and Concerns

The Platform is operated by Upliv. All feedback, comments, requests for technical support and other communications relating to the Platform should be directed to upliv-support@caire.health.

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Thank you for using our Platform.

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