Version 3
Last updated: August 8, 2026
IF YOU HAVE A MEDICAL EMERGENCY OR ARE IN A MENTAL HEALTH CRISIS, CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY. DO NOT USE UPLIFTRX FOR EMERGENCY OR CRISIS CARE. UPLIFTRX IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.
PLEASE READ THESE TERMS CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS. SECTION 19 REQUIRES THAT MOST DISPUTES BE RESOLVED THROUGH INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS — SEE SECTION 19.6.
UPLIFTRX COORDINATES YOUR ACCESS TO INDEPENDENT LICENSED CLINICIANS AND PHARMACIES. IT DOES NOT REPLACE YOUR RELATIONSHIP WITH YOUR PRIMARY CARE PHYSICIAN OR ANY OTHER TREATING PROVIDER.
UpliftRX LLC ("UpLiftRx," "we," "us," or "our") owns and operates the website at upliftrx.co, the UpLiftRx patient portal, and our associated mobile applications (together, the "Platform"). The Platform, its content, and every product, feature, communication, and service we make available through it are referred to in these Terms as the "Services."
These Terms of Service (this "Agreement") describe your rights and responsibilities with respect to the Services. In this Agreement, "you" and "your" refer to the person accessing or using the Services.
By clicking "I agree," checking a box indicating your acceptance, creating an account, completing an intake, placing an order, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. If you do not agree, you may not use the Services.
Your use of the Services is also governed by the following, each of which is incorporated into this Agreement by reference:
When you use certain parts of the Services, you may be presented with additional or supplemental terms, and you agree to review and be bound by those terms as well.
UpliftRX LLC 8 The GRN, STE R, Dover, DE 19901 legal@upliftrx.co · support@upliftrx.co
UpLiftRx is a technology company. We operate a platform that connects you with independent, licensed healthcare providers for online consultations, and that coordinates ancillary services such as pharmacy fulfillment and laboratory testing where available in your state.
To be explicit about our role:
Our role is limited to providing the technology, secure communication, administrative support, scheduling, record-keeping, customer support, and payment coordination that make those independent services accessible to you.
Independent professionals. Clinical services are delivered by licensed clinicians employed by or contracted with independent, UpLiftRx-affiliated medical practices (the "Medical Groups," and each clinician a "Provider"). Prescriptions may be filled by a patient-selected or program pharmacy only after that legal facility and the applicable licensure are verified (the "Partner Pharmacies"). A 503B outsourcing facility is a distinct office-stock workflow and is not interchangeable with a patient-specific 503A prescription. Laboratory testing, when ordered, is performed by CLIA-certified laboratories (the "Labs"). Each operates under its own professional, licensure, and regulatory obligations.
No provider-patient relationship with UpLiftRx. By using the Services you may enter into a provider-patient relationship with a Medical Group and its Providers. You do not enter into a provider-patient or pharmacist-patient relationship with UpLiftRx. Nothing on our marketing pages, in our educational content, or in any communication with a non-clinical UpLiftRx representative is medical advice. Only communications from your Provider constitute medical advice, and you should always consult a licensed healthcare professional before starting, changing, or stopping any treatment.
Issues with care, medication, or test results. If you believe there is an issue with the medical care you received, contact your Provider through the portal. If you believe there is an issue with a medication you were dispensed, contact the dispensing pharmacy. If you believe there is an issue with a laboratory test, contact the laboratory. We will provide the name and contact information of the responsible Provider, Partner Pharmacy, or Lab on request at support@upliftrx.co, but we are not responsible for the independent professional services those parties provide.
By accepting this Agreement you acknowledge and agree that any services you receive from the Medical Groups, Providers, Partner Pharmacies, or Labs through the Platform are also subject to this Agreement, and that each of them is an intended third-party beneficiary of this Agreement.
Age. The Services are intended only for individuals who are 18 years of age or older, or the age of majority in their state of residence if higher. Certain programs carry additional age or clinical eligibility requirements, which will be disclosed to you.
Location. UpLiftRx is based in the United States and offers the Services only to individuals physically located in the United States, in those states where our Providers are licensed and where the applicable program is available. Coverage varies by program and changes over time; see our coverage page for current availability. If you access the Services from outside the United States, you do so at your own risk and are solely responsible for compliance with local law.
Your representations. By accessing or using the Services, you represent and warrant that: (a) you are at least 18 years of age (or the age of majority where you reside, if higher); (b) you will truthfully confirm the state where you are physically located at the time of each consultation; (c) all information you provide about yourself, your medical history, and your medications is truthful, accurate, and complete; (d) you are obtaining products and services for your own personal use and will not resell, repackage, trade, export, or redistribute them; and (e) you will use the Services only for lawful purposes and in compliance with this Agreement. Your encounter location is not inferred from a profile, billing, or shipping address.
No guarantee of treatment. Meeting the requirements above does not entitle you to receive any particular service, prescription, or medication. Whether treatment is appropriate is decided solely by your Provider in their independent clinical judgment. Your Provider may determine that your condition requires an in-person examination, a different treatment, or care from a specialist, in which case you may be unable to use the Services for that concern.
Device and connectivity. You are responsible, at your own expense, for the device, software, and internet or mobile connectivity required to use the Services, and for any carrier fees you incur. We may change the technical requirements of the Services at any time.
Telehealth is the delivery of healthcare using electronic communications between a provider and a patient who are not in the same physical location. It may be used for evaluation, diagnosis, treatment, follow-up, and patient education, and may include:
Telehealth offers real benefits — convenience, speed, and continuity — but it is not a substitute for in-person care in all cases, and it carries risks, including the possibility that technical failure interrupts your visit, that a condition cannot be adequately assessed remotely, or that electronic transmission is intercepted despite our safeguards. Before your first visit you will be asked to review and agree to our Telehealth Informed Consent, which describes these risks and benefits in more detail and forms part of this Agreement.
Electronic communications and your responsibility to read them. You consent to UpLiftRx, the Medical Groups, your Providers, the Partner Pharmacies, and the Labs sending you disclosures, notices, results, reports, and other communications electronically — through the portal, by email, or by SMS. It is your responsibility to monitor and respond to these communications. You agree not to hold UpLiftRx, the Medical Groups, or any Provider liable for any loss, injury, or claim arising from your failure to read them or to follow the treatment instructions they contain.
Security is strong but not absolute. We use encryption in transit and at rest, access controls, and audit logging to protect your information. Even so, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security. Information you send or receive electronically has the same effect as if it had been provided or signed in writing.
Prescriptions. No product requiring a prescription is available through the Platform unless a Provider has evaluated you and, in their independent judgment, determined that the product is appropriate and written a prescription. Completing an intake is a request for evaluation, not an order for a specific medication.
Where your prescription is filled. If you are prescribed a medication, you may have it filled by a Partner Pharmacy or by any pharmacy of your choosing. You have the right to choose your pharmacy. If you would prefer not to use a Partner Pharmacy, tell your care team or email support@upliftrx.co before completing checkout and we will route your prescription to the pharmacy you name. Please note:
By using the Services you authorize us to disclose to the Partner Pharmacy or to the pharmacy you select the information necessary to fill your prescription, including your name, contact and demographic information, and applicable health records.
Compounded medications. Some prescriptions may call for a compounded drug prepared under applicable section 503A patient-specific requirements. Separately, a registered 503B outsourcing facility may supply eligible office stock to a clinic. These workflows are not interchangeable. You acknowledge and agree that:
Packaging and storage. Not every prescription is dispensed in child-resistant packaging. Keep all medication out of the reach of children and pets. Store medication as directed on the label, including refrigeration where required. Never share prescription medication with anyone else.
Laboratory testing, where offered, requires an order from a licensed healthcare provider and is performed by a Lab, not by UpLiftRx. Depending on the test, you may be directed to a patient service center for a blood draw or sent an at-home collection kit.
If you use an at-home collection kit, you are responsible for registering the kit, collecting and returning the sample in accordance with the enclosed instructions, and doing so within the stated time window. Samples that are inadequate, mislabeled, or returned late may not be processed, and are not refundable.
Results are released to the ordering Provider and made available to you through the Platform. Unless your Provider expressly gives you medical advice about them, laboratory results provided through the Services are for informational and educational purposes and are not a comprehensive diagnostic evaluation. Laboratory testing has inherent limitations, including false positives and false negatives, and cannot identify all conditions or risks. We encourage you to share your results with your primary care physician and to seek qualified medical advice about any result that concerns you. If a result is critical, your Provider will attempt to contact you.
Unless we state otherwise for a specific program, laboratory fees are billed separately by the Lab and are not included in your membership.
Cash-pay only. By using the Services you are specifically choosing to obtain products and services on a cash-pay basis, outside of any commercial health plan or federal or state healthcare program. You are solely responsible for the cost of every service and product you obtain through the Services.
UpLiftRx and the Medical Groups do not accept insurance, are not in-network with any commercial health plan, and are not enrolled as participating providers in Medicare, Medicaid, or any other federal or state healthcare program. We do not bill any payer on your behalf, and no payer will be billed for your visit, your membership, or your medication.
Federal and state healthcare program beneficiaries. If you are a beneficiary of Medicare, Medicaid, TRICARE, or any other federal or state healthcare program, you agree that neither you, nor UpLiftRx, nor the Medical Groups, Providers, Partner Pharmacies, or Labs will submit a claim to that program for the services or products you obtain through the Services, and that you will not count amounts you pay us toward Medicare Part D true out-of-pocket ("TrOOP") costs.
Commercial plans. Because we are out-of-network and do not submit claims, any decision to seek reimbursement from a commercial plan, or to apply amounts you pay us toward a deductible, health savings account, or out-of-pocket maximum, is yours alone and subject to your plan's rules. We make no representation that any amount will be reimbursed or credited.
What your payment covers. The price shown at checkout may include amounts charged by the Medical Group for the Provider's services, by a Partner Pharmacy for the medication, and by a Lab for testing, together with the fee for use of the Platform and our administrative and support services. Amounts owed to Providers, pharmacies, and laboratories are collected on their behalf and passed through to them. UpLiftRx does not retain or divert fees owed to a clinician, pharmacy, or laboratory. The remainder is the fee for the technology platform, customer support, and administrative services.
See our Financial Responsibility policy for further detail.
Most treatment programs are offered as an automatically renewing membership. The price, billing interval, and what is included are disclosed to you at checkout before you pay, and are the controlling terms for your specific plan.
What a membership generally includes. Your membership covers the online clinician visit and clinical oversight, the prescribed medication when it is filled by a Partner Pharmacy and included in your plan, monthly shipping, and unlimited secure messaging with your care team for the duration of the program. It does not include laboratory fees unless your plan says so, medication filled by an outside pharmacy, or care unrelated to the program.
A membership is not insurance. It is not a health plan, does not satisfy any individual coverage requirement, and is not a substitute for health insurance or for a relationship with a primary care physician or specialist. You should keep any existing coverage you have.
Scope and hours. Your care team responds during posted support hours and is not an emergency or on-call service available 24 hours a day. Programs are limited to the condition they address and are not comprehensive primary care.
Automatic renewal. Your payment method will be charged automatically at the interval shown at checkout until you cancel. You will be charged even if you do not use every service included in your membership. To support continuity of treatment, a renewal charge or shipment may be processed up to two days early to accommodate holidays or operational scheduling.
Cancelling. You may cancel at any time from Account → Plan & billing in your portal or by emailing support@upliftrx.co. To avoid the next charge, cancel at least two (2) days before your renewal date. Cancellation takes effect at the end of the billing period you have already paid for; you keep access until then. We do not pro-rate partial periods, and medication that has already shipped is not refundable.
Effect of cancellation. After your paid period ends, your membership will not renew, you will not receive further shipments or clinical services under that program, and your prescription associated with the program may be cancelled with the pharmacy. Talk to your Provider before stopping treatment — abruptly discontinuing some medications can affect your health. Rejoining may require a new visit.
Changes and discontinuation. We may change the contents, structure, or price of a program. We will give you advance notice of any price change before it takes effect at your next renewal, and you may cancel rather than accept it. Neither UpLiftRx nor the Medical Groups guarantee that any program, medication, or price will remain available. If a program is discontinued we will make reasonable efforts to give you notice so that you can arrange continuing care.
Price changes and errors. Prices are subject to change. If a price, description, or availability is displayed in error, we may correct it and adjust or cancel the affected order, refunding any amount charged.
You agree to pay all fees presented to you at checkout, including applicable taxes and any shipping and handling charges. By submitting your payment information, you authorize UpLiftRx, our affiliates, and our third-party payment processors to charge your payment method for the total amount of your order and for all recurring charges associated with your membership.
Refunds and shipping are governed by our Refund & Shipping Policy, which is incorporated into this Agreement. In summary:
We may also resolve individual issues and concerns on a case-by-case basis in our discretion, based on the facts and circumstances; doing so once does not obligate us to do so again.
You must create an account to access most of the Services. You agree to provide accurate, complete, and current information and to keep it up to date. If you do not, or if we have reasonable grounds to believe you have not, we may suspend or terminate your account.
You are responsible for all activity that occurs under your account. Keep your credentials confidential, sign out at the end of each session, do not share your password or allow anyone else to use your account, do not create more than one account, and do not use anyone else's account. Notify us immediately at support@upliftrx.co if you learn of any unauthorized use of your credentials or any other breach of security. UpLiftRx disclaims liability for losses arising from your failure to comply with this section.
Our mobile applications are intended for use only on devices running an unmodified, manufacturer-approved operating system. Using them on a jailbroken or rooted device can defeat the protections that safeguard your health information and is a material breach of this Agreement.
You are prohibited from violating, or attempting to violate, the security of the Services. We may investigate suspected violations and cooperate with law enforcement, and violations may result in civil or criminal liability.
Our Notice of Privacy Practices describes how information about you is collected, used, and disclosed, and is incorporated into this Agreement. Our Cookie Policy explains our use of cookies and analytics, and our California Privacy Notice provides additional disclosures for California residents.
Information you provide for the purpose of diagnosis, treatment, prescription fulfillment, or laboratory testing is protected health information handled by the Medical Groups, Partner Pharmacies, and Labs in accordance with HIPAA and applicable state law, including state medical-confidentiality statutes. UpLiftRx is not itself a covered entity under HIPAA; where we handle protected health information on behalf of a Medical Group, Partner Pharmacy, or Lab, we do so as a business associate and are bound by HIPAA to that extent. Information that does not constitute protected health information — for example, the name and email address you use to create an account, or your marketing preferences — is governed by our Notice of Privacy Practices and applicable law.
We may access, preserve, and disclose your information where we believe in good faith that doing so is required or permitted by law or is reasonably necessary to comply with legal process, enforce this Agreement, respond to claims that content violates the rights of a third party, respond to your support requests, prevent fraud or abuse, or protect the rights, property, or safety of UpLiftRx, our users, or the public.
By creating an account you consent to receive communications from us, the Medical Groups, and your Providers electronically — including account, order, shipping, appointment, results, and security notifications, and notices that a new secure message is waiting for you in the portal. You agree that electronic notices satisfy any legal requirement that a communication be in writing.
SMS. If you provide your mobile number and opt in, you consent to receive text messages about your account and care, sent using automated technology. Message frequency varies with your care activity, and message and data rates may apply. Consent to receive texts is not a condition of purchasing any product or service. Reply STOP to any message to opt out (you may receive one confirmation message) or HELP for help; you can also change your preference in Account → Profile. Opting out may prevent you from receiving important order and care updates. Carriers are not liable for delayed or undelivered messages, and delivery depends on carrier transmission outside our control. You must keep your mobile number accurate; we are not responsible for messages sent to a number you no longer control. Full details are in our SMS Terms & Conditions.
Marketing. We send marketing or promotional messages only where you have given the separate consent required by law, and you may withdraw that consent at any time without affecting your care.
Encryption. Communications inside the patient portal are encrypted. Standard SMS and email are not encrypted and could in principle be intercepted. That is why our texts and emails do not contain diagnoses, medication names, or other clinical detail — they direct you to the portal instead. If you choose to send us sensitive information by text or unencrypted email, you do so at your own risk.
We use artificial intelligence in limited, defined ways to make the Services faster and more accurate — for example, to help route and draft customer-support replies, to summarize information for a Provider's review, and to surface administrative tasks.
Our rights. As between you and UpLiftRx, we own all right, title, and interest in the Services and their content, features, and functionality, including all software, text, images, video, audio, design, and look and feel (the "Services Content"), along with all intellectual property rights in them. The UpLiftRx name, logo, and related marks are our trademarks and may not be used without our prior written permission. All rights not expressly granted are reserved.
Your license. Subject to your compliance with this Agreement, we grant you a personal, limited, revocable, non-exclusive, non-transferable license to access and use the Services and Services Content for your own personal, non-commercial use. You may not reproduce, publish, distribute, modify, reverse engineer, create derivative works from, publicly display, sell, or otherwise exploit any part of the Services or Services Content except as this Agreement permits.
Your content. Any information you submit through the Services other than protected health information — including questions, comments, suggestions, reviews, and feedback ("Submissions") — is treated as non-confidential and non-proprietary. You grant UpLiftRx a worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, and distribute your Submissions in order to operate, support, and improve the Services. You represent that you have the rights necessary to grant that license and that your Submissions do not infringe anyone's rights. You remain responsible for your Submissions.
Health information is different. To the extent a Submission contains protected health information or other information subject to specific protections under applicable law, our rights to use or disclose it are limited to what that law permits, and the license above does not apply.
Feedback and de-identified data. We may use de-identified and aggregated information — data from which your identity has been removed in accordance with applicable standards — for research, analytics, quality improvement, and the development of new features and services.
You agree that you will not, and will not attempt to, do any of the following in connection with the Services:
We may monitor general use of the Services, remove content, and take any lawful action we deem appropriate in response to an actual or suspected violation, including suspending or terminating your access.
The Services may contain links, plug-ins, features, products, or services operated by third parties, and third parties — including the Medical Groups, Providers, Partner Pharmacies, and Labs — provide products and services through the Platform. We do not control third-party services, we do not endorse them by making them available, and we are not responsible for their content, accuracy, products, services, or privacy practices. Your dealings with a third party, including payment and delivery terms, warranties, and any other terms, are solely between you and that third party, and are subject to that party's own terms and privacy policy. Your use of third-party services is at your own risk.
We are not a party to, and will not be involved in resolving, any dispute between you and a third party or another user. You release UpLiftRx and our officers, directors, employees, agents, and successors from all claims, demands, and damages of every kind — known or unknown, suspected or unsuspected — arising out of or in any way connected with such disputes.
If you are a California resident, you expressly waive California Civil Code § 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Certain UpLiftRx shareholders, directors, officers, employees, or contractors may hold a financial interest in one or more third parties whose products or services are available through the Platform.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TO THE FULLEST EXTENT PERMITTED BY LAW, UPLIFTRX AND ITS AFFILIATES, AND THE MEDICAL GROUPS, PROVIDERS, PARTNER PHARMACIES, AND LABS, TOGETHER WITH THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS (COLLECTIVELY, "RELATED PERSONS"), MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY, SECURITY, ACCURACY OF DATA, COMPLETENESS, TIMELINESS, RELIABILITY, AND FREEDOM FROM VIRUSES OR MALWARE.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, DEFECT, DELAY, CORRUPTION, CYBER ATTACK, OR OTHER SECURITY INTRUSION. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THEM.
NO INDIVIDUAL RESULT IS GUARANTEED. OUTCOMES VARY FROM PERSON TO PERSON, AND NOTHING ON THE PLATFORM IS A PROMISE OR PREDICTION OF ANY PARTICULAR CLINICAL RESULT.
Nothing in this section disclaims a Provider's professional duty of care to you, or any warranty that cannot be disclaimed under applicable law.
Limitation of liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER UPLIFTRX NOR ITS RELATED PERSONS OR LICENSORS WILL BE LIABLE TO YOU OR ANY OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY — WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, OR OTHERWISE — FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST REVENUE, PROFITS, GOODWILL, USE, OR DATA, SERVICE INTERRUPTION, DEVICE DAMAGE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SERVICES — EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF UPLIFTRX AND ITS RELATED PERSONS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNT YOU PAID TO UPLIFTRX FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
ANY CLAIM ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO IT, OR IT IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, so some of these limitations may not apply to you. Nothing in this section limits liability for gross negligence, willful misconduct, fraud, or personal injury to the extent that limitation is prohibited by applicable law, and nothing in it limits a Provider's professional liability for the care they provide.
Indemnification. You agree to defend, indemnify, and hold harmless UpLiftRx, its affiliates, the Medical Groups, the Providers, the Partner Pharmacies, the Labs, and each of their respective directors, officers, employees, contractors, licensors, suppliers, agents, successors, and assigns from and against any and all third-party claims, actions, proceedings, damages, settlements, judgments, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) relating to or arising from: (i) your use of the Services in an unauthorized manner; (ii) your fraud, violation of law, negligence, or willful misconduct; (iii) any breach by you of this Agreement; or (iv) your violation of the rights of any other person or entity. We reserve the right to control the defense of any claim for which we are entitled to indemnification, and you agree to cooperate reasonably with that defense.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT WITHIN 30 DAYS — SEE SECTION 19.6.
This Section 19 applies to all disputes between you and UpLiftRx and, to the extent they elect to invoke it, the Medical Groups, Providers, Partner Pharmacies, and Labs.
Most disputes can be resolved without arbitration, and we are committed to trying. Before either of us starts an arbitration or lawsuit, the party raising the dispute must first send the other a written description of it, and the parties must engage in good faith in an individualized effort to resolve it informally, by telephone or videoconference if either party requests.
To start this process with us, email legal@upliftrx.co with the subject line "Legal Notice", or write to UpliftRX LLC, 8 The GRN, STE R, Dover, DE 19901, ATTN: Legal. Your notice must be personally signed by you and include your name, mailing address, telephone number, the email address on your account, a description of the dispute, and the specific relief you seek. We will send our notice to the email address on your account.
The informal conference must occur within forty-five (45) days after the notice is received unless the parties agree otherwise. If the dispute is not resolved within sixty (60) days after the notice is received, either party may proceed under Section 19.2. Completing this process in good faith is a condition precedent to filing arbitration or a lawsuit, and a failure to engage in it may result in fees being awarded against the party that skipped it. Applicable statutes of limitation and filing deadlines are tolled while the parties engage in this process.
Except as set out in Section 19.5, you and UpLiftRx agree that all claims, disputes, or disagreements arising out of or relating to this Agreement or the Services — including their interpretation, applicability, enforceability, or formation, and including any claim that all or part of this Agreement is void or voidable — will be resolved exclusively by final and binding individual arbitration, and not in court. This includes claims that arose before you accepted this Agreement and claims that arise after it terminates.
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS AN ARBITRATOR, NOT A JUDGE OR JURY, DECIDES THE CLAIM, AND THAT RIGHTS TO DISCOVERY AND APPEAL ARE LIMITED. YOU AND UPLIFTRX EACH KNOWINGLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., which the parties expressly intend to govern its interpretation and enforcement. If the FAA cannot apply for any reason, the law governing arbitration agreements in the state where you reside applies.
YOU AND UPLIFTRX AGREE THAT ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THAT THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S INDIVIDUAL CLAIM. NEITHER PARTY MAY BRING A CLAIM AS A PRIVATE ATTORNEY GENERAL OR AS A CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING.
If a final judicial determination holds that this waiver is unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that one) is severed from the arbitration and may proceed in the courts identified in Section 20, and the severed claim will be stayed pending arbitration of the remaining claims. Nothing in this section prevents either party from participating in a class-wide settlement.
Notwithstanding the above:
You may opt out of this arbitration agreement and the class action waiver. To do so, send written notice signed by you — including your name, mailing address, the email address on your account, and a clear statement that you want to opt out of arbitration — to legal@upliftrx.co with the subject line "Arbitration Opt-Out", or to UpliftRX LLC, 8 The GRN, STE R, Dover, DE 19901, ATTN: Arbitration Opt-Out.
Your notice must be sent within thirty (30) days of the date you first accepted this Agreement or first used the Services, whichever is later. An opt-out is effective only if you send it yourself on an individual basis; notices submitted by a third party on your behalf have no effect.
Opting out will not affect any other part of this Agreement and will not affect your care in any way. If you opt out, UpLiftRx is not bound by the arbitration agreement either. If you do not opt out within 30 days, you are bound by Section 19.
We will give thirty (30) days' notice of any material change to Section 19. Changes take effect on the thirtieth day and apply to claims not yet filed. If you continue to use the Services after that date, you accept the change; if you do not agree, you may opt out under Section 19.6 or stop using the Services. Changes to this section do not give you a new opportunity to opt out if you previously accepted a version containing an arbitration agreement and did not validly opt out, and we will continue to honor any valid opt-out you previously submitted.
This Agreement and your use of the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 19, the state and federal courts located in the State of Delaware have exclusive jurisdiction over all disputes that are not subject to arbitration, and you consent to the personal jurisdiction and venue of those courts and to service of process by U.S. or certified mail.
Every part of this Agreement applies to the maximum extent permitted by law. If any provision is held unenforceable as written, it will be replaced with terms that most closely match the intent of the original to the extent permitted by law, and the remaining provisions will stay in full force and effect. Section headings are for convenience only and have no legal effect.
This Agreement remains in effect for as long as you access or use the Services. You may terminate it at any time by discontinuing your use of the Services and closing your account. Your permission to use the Services terminates automatically if you violate this Agreement.
We may suspend or terminate your access to the Services, with or without notice, at any time and for any reason, including violation of this Agreement, suspected fraud or abuse, or discontinuation of the Services. Where a suspension or termination affects ongoing treatment, we will make reasonable efforts to give you advance notice so you can arrange continuing care.
Following termination we have no further obligation to provide the Services, except that the Medical Groups and Providers will continue to meet their legal, ethical, and professional obligations to you, including providing access to your medical records and any required continuity of care. Subject to applicable law, we may retain or delete communications and materials in accordance with our record-retention policies; medical records are retained for the periods required by law.
If your access is terminated, you agree not to attempt to use the Services under any other name or account, and you will indemnify us for any liability we incur if you do.
The following survive termination: Sections 6, 8, 9, 14, 15, 16, 17, 18, 19, 20, 21, 24, and any other provision that by its nature should survive.
The Services are continually under development, and we may revise this Agreement at any time in our discretion. Changes take effect when posted, unless applicable law requires additional notice, in which case we will provide it. We will update the "Last updated" date at the top of this page, and we will notify you in your portal of material changes. It is your responsibility to review this Agreement from time to time. Your continued use of the Services after a change is posted constitutes your acceptance of it. If you do not agree to a change, your sole and exclusive remedy is to stop using the Services. Section 19.7 governs changes to the arbitration provisions.
You acknowledge that the Services or any part of them may be unavailable at any time, for any period, and for any reason, and that we may modify, suspend, or discontinue any part of them with or without notice. We are not liable to you or to any third party for any modification, suspension, or discontinuation of the Services.
We respect intellectual property rights and comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). We may remove any content from the Services at any time, and it is our policy to terminate the accounts of repeat infringers.
If you believe content on the Services infringes your copyright, send a notice to our designated agent at legal@upliftrx.co with the subject line "DMCA Notice", or to UpliftRX LLC, 8 The GRN, STE R, Dover, DE 19901, ATTN: Copyright Agent, including all of the following:
No waiver. Our failure to enforce any provision of this Agreement is not a waiver of that provision or of any other, and no waiver of any breach is a waiver of any subsequent breach.
No agency. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between you and UpLiftRx, the Medical Groups, the Providers, the Partner Pharmacies, or the Labs. You may not enter into any contract on our behalf or bind us in any way.
Assignment. You may not assign any of your rights or obligations under this Agreement, and any attempt to do so is void. We may assign or transfer this Agreement, in whole or in part, without notice or consent, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.
Third-party beneficiaries. The Medical Groups, Providers, Partner Pharmacies, and Labs are intended third-party beneficiaries of this Agreement, including the disclaimers, limitations of liability, indemnities, and arbitration agreement. Except as expressly stated here, this Agreement creates no third-party beneficiary rights.
Remedies. You agree that a violation or threatened violation of this Agreement may cause us irreparable harm for which monetary damages would be inadequate, and that we may seek injunctive or equitable relief in addition to any other remedy available at law or in equity.
Force majeure. We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including natural disasters, epidemics, drug shortages, carrier or supplier failures, labor disputes, utility or network outages, cyber attacks, or governmental action.
Entire agreement. This Agreement, together with the policies incorporated by reference above and any additional terms presented to you for a specific service, is the entire agreement between you and UpLiftRx regarding the Services, and supersedes all prior communications, understandings, and agreements on that subject, including prior versions of these Terms.
Questions about this Agreement, or about anything else:
For questions about your care, message your care team through the patient portal — that channel is secure and reaches a clinician.
For informational purposes only: the federal Physician Payments Sunshine Act requires that detailed information about payments and other transfers of value worth more than ten dollars ($10) from manufacturers of drugs, medical devices, and biologics to physicians and teaching hospitals be made available to the public. You may search this federal database at openpaymentsdata.cms.gov.