Legal

Terms of Use

Effective date: June 24th, 2026

Welcome to WorkUp. Please read on to learn the rules and restrictions that govern your use of our website(s) and related applications and services (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: support@workup.health
Address: WorkUp Health, Inc., 228 Park Ave. S, PMB 57938, New York, NY, New York 10003

These Terms of Use (the “Terms”) are a binding contract between you and WORKUP HEALTH, INC. (“WorkUp,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy, which is incorporated herein by reference. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND IF YOU ARE BETWEEN 13 AND 18, YOU REPRESENT THAT YOUR PARENT OR GUARDIAN HAS REVIEWED AND AGREED TO THESE TERMS ON YOUR BEHALF.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time. We will update the “Effective Date” above and provide you with at least thirty (30) days’ advance notice before any material changes to these Terms take effect, by placing a notice on our site, sending you an email, or both. If you do not agree with the revised Terms, you may terminate your account before the changes take effect. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of those changes.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

WorkUp takes the privacy of its users very seriously. For the current WorkUp Privacy Policy, please click here.

Children’s Online Privacy Protection Act

The Services are not intended for children under the age of 13. We do not knowingly collect personal information from children under 13. If we learn that we have collected personal information from a child under 13, we will promptly delete that information. If you believe a child under 13 has provided us with personal information, please contact us at support@workup.health. If you are between the ages of 13 and 18, you may use the Services only with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.

What are the basics of using WorkUp?

WorkUp offers students, event participants, job seekers and other users who may be interested in healthcare industry employment (“Talent”) chances to learn more about roles, resources, opportunities, careers, and professional development in that field and serves as a opportunity-identification and workforce-development resource for healthcare institutions (“Healthcare Institutions”). When we use the word “you” in these Terms, it refers to any user, regardless of whether such user is a Healthcare Institution or Talent, while if we use one of those specific terms, it only applies to that category of user.

Talent and Healthcare Institutions are responsible for making their own determinations with respect to each other. WorkUp is responsible only for providing Talent and Healthcare Institutions a platform for connecting with each other, and we can’t and won’t be responsible for making sure that any Talent is a qualified candidate for any position or that any Healthcare Institution offers a suitable opportunity. WorkUp similarly can’t and won’t be responsible for ensuring that any information (including credentials) a Talent or Healthcare Institution provides is accurate or up-to-date. We don’t control the actions of any Talent or Healthcare Institution.

Neither Talents nor Healthcare Institutions are employees, partners, representatives, agents, joint-venturers, independent contractors or franchisees of WorkUp. You hereby acknowledge that WorkUp does not supervise, direct, control, or monitor any Talent or any Healthcare Institution and expressly disclaims any responsibility and liability for any interaction between Talent and Healthcare Institutions, including but not limited to compliance with any law, regulation, or code.

AI-Powered Features and Automated Communications

WorkUp uses artificial intelligence (“AI”) and automated technologies to power certain features of the Services. By using the Services, you acknowledge and agree that AI plays a role in your experience as described below. We are committed to using AI responsibly and transparently, and we will update this section as our AI capabilities evolve.

AI-Powered Matching.

WorkUp uses AI to match Talent with opportunities offered by Healthcare Institutions. Our matching technology analyzes the information you provide — including your stated interests, geographic preferences, qualifications, credentials, and professional experience — to identify and recommend opportunities that may be relevant to you. Similarly, Healthcare Institutions may receive AI-generated recommendations of Talent whose profiles align with their posted opportunities. AI-powered matching is designed to surface relevant connections, but it DOES NOT perform any screening of candidates. Nor does it guarantee employment, interviews, or any particular outcome. Neither Talent nor Healthcare Institutions should rely on AI-generated recommendations as the sole basis for any employment-related decision.

AI-Generated Communications.

WorkUp uses AI to draft and send personalized communications to Talent on behalf of itself and Healthcare Institutions, including via email and SMS text message. These communications may include:

notifications about opportunities that may align with your interests, qualifications, or geographic preferences;
messages designed to learn more about your career interests, professional goals, and availability;
engagement messages from or on behalf of Healthcare Institutions intended to build familiarity with their organizations and opportunities; and
follow-up messages related to opportunities you have viewed or expressed interest in.

Some or all of the content of these communications may be generated by AI. Communications sent on behalf of a Healthcare Institution will identify the relevant Healthcare Institution.

Data Used by AI Features.

Our AI features use the following categories of information to generate matches, recommendations, and communications:

information shared with us by partners, including but not limited to Healthcare Institutions, about previous shared interactions with Talent, including but not limited to previous applications
information Talent provides directly, including profile data, stated interests, qualifications, credentials, employment history, and geographic preferences;
information about how Talent interacts with the Services, including which opportunities Talent view, save, or apply to; and
information provided by Healthcare Institutions about their opportunities, requirements, and preferences.

For additional detail on the categories of personal data we collect, how we use it, and your rights, please review our Privacy Policy.

AI Model Training.

WorkUp may use data collected through the Services, including Talent Data and Usage Data, to develop, train, and improve our AI models and algorithms. When we use data for AI training, we apply technical safeguards designed to minimize the risk of re-identification and to protect the confidentiality of your personal information. You may opt out of having your data used for AI training purposes by contacting us at support@workup.health or through your account settings, without affecting your ability to use the Services. If you are under 18 years of age, we will not use your data for AI model training without the verifiable consent of your parent or legal guardian.

Limitations of AI.

AI-powered features are provided to enhance your experience and are not a substitute for your own independent judgment. AI-generated matches, recommendations, and communications may be inaccurate, incomplete, or inappropriate. WorkUp does not guarantee that AI-generated content will be error-free, that matches will result in employment or other outcomes, or that AI recommendations reflect the most current information available. You should independently verify any information provided through AI-powered features before making decisions based on that information.

Your Choices Regarding AI Features. You may manage your preferences regarding AI-powered features as follows:

Communications. You may opt out of AI-generated email communications by adjusting your notification preferences in your account settings or by using the unsubscribe mechanism in any email. You may opt out of AI-generated SMS messages at any time by replying STOP to any text message. Opting out of communications does not affect the availability of other features of the Services.
AI Matching. You may update your profile information at any time to influence the recommendations you receive. If you wish to be excluded from AI-powered matching entirely, you may contact us at support@workup.health.
AI Training. You may opt out of having your data used for AI model training as described above.
Human Review. If you believe an AI-generated recommendation or decision has adversely affected you, you may request human review by contacting us at support@workup.health.

Signing Up

You may be required to sign up for an account, select a password and user name (“WorkUp User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your WorkUp User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google, Facebook and Microsoft. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your WorkUp User ID, account or password with anyone, and you must protect the security of your WorkUp User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your WorkUp User ID and account.

Talent Data

For Talents, anything you post, upload, share, store, or otherwise provide through the Services is your “Talent Data.” Some Talent Data may be viewable by other users, including by Healthcare Institutions. You are solely responsible for all of your Talent Data. You represent that all of your Talent Data are accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any Talent Data that: (i) infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contains sexually explicit content or pornography; (iii) contains hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) depicts animal cruelty or extreme violence towards animals; (vii) promotes fraudulent schemes, multi-level-marketing schemes, get-rich-quick schemes, online gaming and gambling, cash gifting, or any other dubious money-making ventures; or (viii) violates any law.

Data Licenses

In order to provide the Services, you grant us certain rights in your Talent Data (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to Talent Data that are also your personally-identifiable information. For clarity, the following license grants to us and our users do not affect your other ownership or license rights in your Talent Data, including the right to grant additional licenses to your Talent Data, unless otherwise agreed in writing.

By submitting Talent Data, you hereby grant and agree to grant WorkUp a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, modify, and display your Talent Data as necessary to provide, maintain, and improve the Services and otherwise as expressly permitted by these Terms. This license terminates when you delete your Talent Data or your account, except that WorkUp may retain copies as required by law or for legitimate business purposes such as resolving disputes, and in anonymized or aggregated form. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

If you store Talent Data in your own personal WorkUp account, in a manner that is not viewable by any other user except you (i.e., by designating such Talent Data is private in your account settings) (such data, “Private Talent Data”), you grant WorkUp a license to display, perform, and distribute your Private Talent Data for the sole purpose of making that Private Talent Data accessible to you and providing the Services necessary to do so.

If you share Talent Data in a manner that only certain specified users can view (e.g., a private message to one or more other users) (“Limited-Audience Talent Data”), then you grant WorkUp a license to display, perform, and distribute your Limited Audience Talent Data for the sole purpose of making that Limited Audience Talent Data accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience Talent Data, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, sublicensable, and worldwide, provided that when you delete your WorkUp account, we will stop displaying your Talent Data to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from WorkUp's records, and that your Talent Data may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that WorkUp, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your Talent Data to conform and adapt it to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Usage Data

WorkUp collects analytics and usage information generated by your interaction with the Services, including pages viewed, features used, search queries, click patterns, session duration, and similar interaction data ("Usage Data"). You grant WorkUp a worldwide, non-exclusive, royalty-free license to collect, use, analyze, and create derivative works from Usage Data for the following purposes:

(a) providing, operating, and maintaining the Services;
(b) analyzing usage patterns to improve and optimize the Services;
(c) diagnosing technical issues, monitoring performance, and ensuring the security of the Services;
(d) developing new features and functionality for the Services; and
(e) generating aggregated, de-identified benchmarks or reports that do not identify you personally.

WorkUp may use Usage Data to train, develop, and improve its AI models and algorithms in accordance with the AI Model Training provisions set forth above. You may opt out of having your Usage Data used for AI model training by contacting us at support@workup.health.

The license you grant with respect to identifiable Usage Data terminates when you delete your account, except that WorkUp may continue to use Usage Data in aggregated or de-identified form, and may retain identifiable Usage Data as required by law or for the limited purposes of resolving disputes, enforcing these Terms, or completing pending transactions. Your rights with respect to Usage Data, including any rights to access, deletion, or portability under applicable state law, are described in our Privacy Policy.

Feedback

In connection with the Services, you may provide us (in an email or otherwise) with feedback, suggestions, improvements, enhancements, or feature requests relating to the Services (“Feedback”). By submitting Feedback, you grant WorkUp a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and create derivative works from the Feedback for any purpose, including to improve and develop the Services and to develop new products and features. You acknowledge that Feedback is provided voluntarily and that WorkUp is under no obligation to use, implement, or compensate you for any Feedback.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that WorkUp sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want WorkUp to send you information that we think may be of interest to you, which may include WorkUp using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from WorkUp, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from WorkUp. You agree to indemnify and hold WorkUp harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

Some of our Services may allow you to receive SMS notifications from us. To the extent you voluntarily opt to have SMS notifications sent directly to your mobile phone, the following terms apply:

By opting in to receive SMS messages from WorkUp, you consent to receive recurring automated text messages at the mobile number you provide, including messages about account notifications, job opportunity, alerts, etc. Message frequency varies. You may opt out at any time by replying STOP to any message. Consent to receive SMS messages is not a condition of using the Services. You agree not to provide mobile numbers belonging to other individuals without their prior consent.

Your mobile provider’s standard messaging rates apply to our confirmation SMS and all subsequent SMS correspondence. You may choose to receive our mobile alerts by signing up. Message and data rates may apply, according to your individual rate plan provided by your wireless carrier. Please consult your mobile service carrier’s pricing plan to determine the charges for browsing data and sending and receiving text messages. Under no circumstances will we be responsible for any text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit text alerts, you may not receive our text alerts. Pre-paid phones or calling plans may not be supported. You may receive a bounce-back message for every message you send to us.

We will not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your network operator. SMS message services are provided on an “AS IS” basis. Data obtained from you in connection with this SMS service may include your cell phone number, your provider’s name, and the date, time, and content of your messages. We may use this information to contact you and to provide the Services you request from us. We will never share this information with a third party, except as expressly provided in our Privacy Policy.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

infringes or violates the intellectual property rights or any other rights of anyone else (including WorkUp);
violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by WorkUp;
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
jeopardizes the security of your WorkUp User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content;
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;
uses automated or AI tools to create false or misleading profiles;
attempts to extract training data or reverse-engineer AI models;
uses the Services to develop competing AI-powered products, including accessing or using the Services to gather data for AI training purposes; or,
inputs false information to manipulate algorithmic outcomes.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Are there any terms specific to me as a Healthcare Institution?

Healthcare Institution may collect any information from or relating to Talent (“Talent Information”), whether via the Services or otherwise in any interaction with the Talent about whom the Talent Information pertains. Talent Information may include profile data, qualifications, credentials, and AI-generated recommendations, and should be independently verified before being used as the basis for any employment-related decision.

Permitted Uses and Prohibitions. Healthcare Institutions may use Talent Information solely for evaluating, recruiting, and communicating with Talent regarding the Healthcare Institution's own workforce development opportunities. Healthcare Institutions shall not sell, commercially transfer, or disclose Talent Information to third parties except as necessary to complete a permitted hiring process, and shall not use Talent Information to train AI models, conduct unrelated marketing, or build databases for purposes beyond recruitment.

Retention. Talent Information relating to Talent who are not hired shall be deleted within twelve (12) months of the Healthcare Institution's last interaction with that Talent. Upon termination of the Healthcare Institution's WorkUp account, all Talent Information shall be deleted within sixty (60) days. Healthcare Institutions shall honor deletion requests from WorkUp or Talent within thirty (30) days, except as required by law.

Security. Healthcare Institutions shall maintain reasonable administrative, technical, and physical safeguards to protect Talent Information, including appropriate access controls, encryption, and secure disposal procedures.

Data Incident Notification. Healthcare Institutions shall notify WorkUp at security@workup.health within forty-eight (48) hours of becoming aware of any unauthorized access to or disclosure of Talent Information, and shall cooperate with WorkUp in investigating and responding to the incident.

Compliance and Breach. Healthcare Institutions shall comply with all applicable laws in connection with their use of Talent Information. Any breach of this section is a material breach of these Terms and may result in immediate suspension or termination of access. Healthcare Institutions shall indemnify WorkUp against claims arising from their breach of this section.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including WorkUp’s) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that WorkUp owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person (including the Healthcare Institution) from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by WorkUp. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that WorkUp is not responsible for such risks.

WorkUp has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, WorkUp will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that WorkUp is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release WorkUp, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “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.”

Will WorkUp ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

The Services are currently free to Talent, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at support@workup.health; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

WorkUp is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. WorkUp has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Talent who believes that a Healthcare Institution may be in breach of these Terms is not able to enforce these Terms against that Healthcare Institution. Upon account termination, WorkUp will honor applicable data rights (deletion, access, portability) in accordance with its Privacy Policy and applicable law.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

If you have deleted your account by mistake, contact us immediately at support@workup.health — we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What else do I need to know?

Warranty Disclaimer. WorkUp and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (WorkUp and all such parties together, the “WorkUp Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the WorkUp Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The WorkUp Parties make no representations or warranties regarding suggestions or recommendations offered through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY WORKUP (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE WORKUP PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF TWO-HUNDRED ($200) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

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

WorkUp agrees to indemnify and hold you harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including reasonable attorneys' fees) arising from or related to (a) WorkUp's gross negligence or willful misconduct in operating the Services, or (b) WorkUp's material breach of its Privacy Policy with respect to your personal data. WorkUp's indemnification obligations under this section shall not apply to claims arising from your own breach of these Terms, your misuse of the Services, or the actions of third parties, including Healthcare Institutions.

In the event of a Claim for which a party seeks indemnification, the indemnified party shall provide prompt written notice to the indemnifying party and reasonable cooperation in the defense of the Claim. The indemnifying party shall have the right to control the defense and settlement of any such Claim, provided that no settlement that imposes obligations on the indemnified party or admits liability on its behalf may be entered without the indemnified party's prior written consent.

User Interactions. WorkUp is not and shall not be responsible, and hereby disclaims any liability and responsibility, for any interaction between Talent and Healthcare Institutions (whether through the Services or otherwise).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without WorkUp's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Accessibility. WorkUp is committed to making the Services accessible to all users, including individuals with disabilities. We endeavor to conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA and to comply with applicable accessibility requirements, including the Americans with Disabilities Act (ADA) and Section 508 of the Rehabilitation Act where applicable. We regularly review and update the Services to identify and address accessibility barriers.

If you experience difficulty accessing any feature of the Services due to a disability, or if you have suggestions for improving accessibility, please contact us at support@workup.health with "Accessibility" in the subject line. We will make reasonable efforts to respond within five (5) business days and to provide the information or functionality you need through an accessible alternative.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with WorkUp and limits the manner in which you can seek relief from WorkUp. Both you and WorkUp acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, WorkUp’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, such dispute (including the applicability of this arbitration agreement thereto and the enforceability thereof) shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. WorkUp will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. WorkUp will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or WorkUp may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND WORKUP WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and WorkUp are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and WorkUp over whether to vacate or enforce an arbitration award, YOU AND WORKUP WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor WorkUp is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: WorkUp Health, Inc., 228 Park Ave. S, PMB 57938, New York, NY, New York 10003 postmarked within thirty (30) days of first accepting these Terms, or, by emailing support@workup.health. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or WorkUp to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and WorkUp agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with WorkUp.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the WorkUp may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and WorkUp agree that these Terms are the complete and exclusive statement of the mutual understanding between you and WorkUp, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of WorkUp, and you do not have any authority of any kind to bind WorkUp in any respect whatsoever.

Except as expressly set forth in the section above regarding the indemnity and the arbitration agreement, you and WorkUp agree there are no third-party beneficiaries intended under these Terms.