Clinical Membership Agreement

PARSLEY MEDICAL DIRECT HEALTH CARE CLINICAL MEMBERSHIP AGREEMENT

This Agreement sets forth the terms of your membership in Parsley Medical’s Direct Health Care Program (“Clinical Membership”) with Parsley Medical P.C., Parsley Medical, or P.L.L.C., Parsley Medical Group FL, P.A., (individually a “Parsley Medical Practice” and collectively “Parsley Medical”). The Clinical Membership is designed to provide you with direct personalized medical services.

INITIAL NOTICES:

NOT HEALTH INSURANCE.  THIS AGREEMENT IS NOT HEALTH INSURANCE AND DOES NOT MEET ANY INDIVIDUAL HEALTH INSURANCE MANDATE THAT MAY BE REQUIRED BY FEDERAL OR STATE LAW, INCLUDING THE FEDERAL PATIENT PROTECTION AND AFFORDABLE CARE ACT AND COVERS ONLY LIMITED ROUTINE HEALTH CARE SERVICES AS DESIGNATED IN THIS AGREEMENT

BINDING ARBITRATION.  THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES

Member understands and accepts the above notices:

1. Parsley Medical Clinical Membership Options and Membership Fees.

The Clinical Membership offers different Clinical Membership Options, each with a different scope of services and fees. You must select your desired Clinical Membership Option from the available list on Parsley Medical’s website at www.parsleyhealth.com/join . The terms of your selected Clinical Membership Option can be found on Parsley Medical’s website at  https://www.parsleyhealth.com/join . Clinical Membership Options may change from time to time, and you will receive at least thirty (30) days’ advance notice of such changes. However, you are entitled to the full scope of your Clinical Membership Option as it existed as of the effective date of your current Membership Term for the duration of such Membership Term. For any subsequent Renewal Term, you may accept the revised Clinical Membership Options (which may include changes in the Clinical Membership Fee) or reject such changes and terminate your Membership.

You may pay your Clinical Membership Fee in a single sum or make periodic payments per a monthly Clinical Membership Fee Payment Schedule. The initial payment must be made before your Clinical Membership commences. Once paid, your Clinical Membership Fee is non-refundable, as set forth in the Parsley Medical Refund Policy, available at https://help.parsleyhealth.com (“How do I cancel my membership?”).

2. No Emergency Care; Certain Services and Items Excluded.

If you have an emergency, you must dial 911. Parsley Medical does not treat emergencies.  Parsley Medical is a holistic medical practice that provides a range of professional services including the services covered in your chosen Membership option; but it is not intended as a primary care physician/practitioner practice and, while its practitioners can order prescriptions, ancillary services such as diagnostic tests/x-rays, and laboratory services, it does not provide medications or those services itself.  Parsley Medical is not intended to take the place of your primary care physician.

3. No Insurance Accepted; Self-Payment Only.

The Clinical Membership is a direct health care service; it is not health insurance.  Although Parsley Medical participates in a limited number of commercial health insurance plans, Clinical Memberships are not available to patients who have health insurance coverage through those plans.  Clinical Memberships are only available to patients who are not part of a commercial health insurance plan in which Parsley Medical participates.  Also, Parsley Medical does not participate in federal health care programs such as Medicare or Medicaid. Parsley Medical providers may recommend you receive services not offered by Parsley Medical (e.g., specialty services, diagnostic tests), but in no event will Parsley Medical be responsible for any medical bills that result from services not offered by Parsley Medical, even if those services were recommended by Parsley Medical.

You are solely responsible for payment of all fees for Parsley Medical’s services. If you do have health insurance, your insurance policy is a contract between you and your insurance company. It is your responsibility to know your benefits, and how they will apply to your benefit payments. Parsley Medical takes no responsibility to understand or be bound by the terms and conditions of such insurance. There is no guarantee your insurance company will make any payment to you to reimburse some or all of the cost of the services you have purchased through your Clinical Membership.

You are also responsible to notify Parsley Medical if you obtain or change your health insurance coverage, and Parsley Medical will notify you if it contracts with (i.e., participates in) the health insurance plan to which you subscribe.  In the event that Parsley Medical contracts with a health insurance plan with which you have health insurance coverage, this Agreement will have to be amended or terminated.

4. Subscription Billing.

In order to participate in the Clinical Membership, your Clinical Membership Fee payments will be charged to your credit card on a recurring basis. You hereby agree to allow Parsley Medical to securely store your credit / debit card information (the “Payment Method”). You authorize the Payment Method to be used automatically for your payment responsibilities to Parsley Medical. If a credit card account is being used for a transaction, Parsley Medical may obtain preapproval for an amount up to the amount of the payment. If you want to designate a different payment method or if there is a change in your Payment Method information, you can change the information with Parsley Medical by messaging care@parsleyhealth.com. This may temporarily delay your ability to make online payments while Parsley Medical verifies the new payment information. You represent and warrant that: (1) any credit / debit card information you supply is true, correct and complete, (2) charges you incur will be honored by your credit/debit card company, (3) you will pay the charges incurred in the amounts posted, including any applicable taxes, and (4) you are the person in whose name the credit / debit card was issued and are authorized to make a purchase or other transaction with the relevant credit / debit card and information. You agree and authorize the Payment Method to be billed automatically in accordance with the Clinical Membership Fee Payment Schedule in an amount equal to the Clinical Membership Fee in effect for your Membership Term.  Your Membership Fee Payment Schedule is reflected in, or can be selected as part of, the Membership option you choose when you become a Member or modify your Membership.

If Parsley Medical is unable to secure funds from your debit / credit card(s) for any reason, including, but not limited to, insufficient funds in the debit / credit card or insufficient or inaccurate information provided by you when submitting electronic payment, Parsley Medical may undertake further collection action, including application of fees to the extent permitted by law and/or, where deemed appropriate, suspension of services.

You have the right to revoke this authorization by contacting Parsley Medical at care@parsleyhealth.com at least fifteen (15) days prior to the scheduled payment date. You understand that your Clinical Membership may be cancelled or as deemed appropriate, suspended if you revoke this authorization, and you remain responsible for all charges you incur or otherwise owe to Parsley Medical. This authorization will remain in full force and effect until revoked by you or Parsley Medical.

5. Term and Termination.

A. Term.

Unless it is terminated earlier in accordance with Section 5.B. of this Agreement, the initial term of this Agreement will be for one (1) year, beginning on the latter of the date that Parsley Medical executes the Agreement and the date Parsley Medical receives your initial Clinical Membership Fee payment (the “Initial Term”).  Thereafter, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either you or Parsley Medical notifies the other in writing, not less than thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, of the notifying party’s desire not to renew this Agreement.  In the event that the Company has provided you timely notice of a change in your Clinical Membership Option or Clinical Membership Fee in accordance with the terms of Section 1, above, then, unless you have provided notice of your desire not to renew for another Renewal Term, the change in Clinical Membership Option or Clinical Membership Fee will be incorporated into this Agreement beginning at the start of the applicable Renewal Term.

B. Termination. Either you or Parsley Medical may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ prior written notice. Upon notice of termination, you will be entitled to receive the services included in your selected Clinical Membership Option until the effective date of termination.

6. Electronic Communications.

By providing your email address, you agree to receive electronic communications via email. You may also elect to receive electronic communications via phone or SMS text messaging by completing the Consent to Receive Text Messages attached to this Agreement and incorporated herein by reference.

7. Privacy and Confidentiality.

Parsley Medical and its providers will maintain a record of the services they provide you, and will maintain the confidentiality of your medical information in accordance with applicable state law and federal law.

8. Entire Agreement; Amendment.

This Agreement, including the addenda and schedules hereto, sets forth the entire agreement between the parties with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements regarding the same subject matter. This Agreement may be amended only in writing signed by the parties. Notwithstanding the foregoing, Parsley Medical may, upon at least thirty (30) days’ notice to you, unilaterally amend the Clinical Membership Fees and Clinical Membership Payment Schedule, effective as of the start of the subsequent Renewal Term, and/or amend this Agreement if required by applicable law. Upon receipt of such notice, you may accept these changes or reject them by terminating your Clinical Membership in accordance with the terms of Section 5 (Termination).

9. Minors. 

If you are purchasing a Clinical Membership Plan on behalf of, and as a parent or legal guardian of a minor, such minor will be treated as a Member hereunder and you will be responsible for their adherence to this Agreement.  Parsley Medical shall not serve as and should not be considered a replacement for a primary care physician/pediatrician with respect to any minor. Any Member under the age of 18 must have a separate primary care pediatrician of record who is responsible for urgent care, vaccinations, and all routine pediatric health care services.

10. Miscellaneous. Governing Law.

This Agreement shall be governed by and construed in accordance with the state laws specified in the applicable State Addendum. Venue. The exclusive forum for all disputes arising under or relating to this Agreement shall be in New York City, New York, unless such action cannot by law be brought in such forum, in which case the venue required by law shall govern. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term of this Agreement. Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or unenforceability of any other term(s) or provision(s). Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors and administrators. No Assignment. You may not assign your rights, duties and obligations under this Agreement without the prior written consent of Parsley Medical, whose consent may be withheld for any reason. Any attempt to assign said rights, duties and obligations without the prior written consent of Parsley Medical will be null and void and of no force or effect. Parsley may assign this Agreement with thirty (30) days advance written notice to you. Counterparts. This Agreement may be executed electronically in one or more counterparts, all of which together shall constitute only one agreement. State Addendum. The applicable State Addendum shall be incorporated herein. The terms of this Agreement and the State Addendum shall be read in harmony but, in the event of an irreconcilable conflict between the two, the conflicting terms of the State Addendum shall control. Notices. Any communication required or permitted to be sent under this Agreement shall be in writing and sent via electronic mail (a) to Parsley Medical at care@parsleyhealth.com and (b) to you at the email or the address you designate at signature.

By click signing this agreement, I have read, understand, and agree to the terms of this Agreement and the Parsley Medical Clinical Membership.

State Addendum:  Wyoming

This State Addendum is incorporated into the Parsley Medical Direct Health Care Program Membership Agreement (the “Agreement”) entered into between Parsley Medical and the undersigned Member.

The undersigned Wyoming Member acknowledges, understands and agrees to the following:

1. Member is receiving services within the State of Wyoming.

2. Parsley Medical Group FL, P.A. is the Parsley Medical Practice that provides services Members in the State of Wyoming.

3. All capitalized terms not otherwise defined in this Addendum shall have the meanings set forth in the Agreement.

4. Should any conflict arise between the provisions of this Addendum and the Agreement, this Addendum shall control.

5. The following provisions apply to the services rendered in Wyoming.

A. Governing Law. The Agreement, as it applies to the provision of services subject to this State Addendum, shall be governed by the laws of the State of Wyoming.

B. Direct Primary Care.  The Agreement is intended to adhere to Wyoming’s direct primary care law at Wyo. Stat. § 26-1-104(a)(vi). Accordingly, the Member acknowledges, understands and agrees to the following:

(1) Not Health Insurance. The Agreement is not health insurance and does not meet any individual health insurance mandate that may be required by federal law.

(2) Termination. Either party may terminate this agreement in writing, without penalty or payment of a termination fee, at any time or by providing sixty (60) days’ advance written notice.

(C) Binding Arbitration.

(1) Important Notice Regarding this Section.  Arbitration does not limit or affect the legal claims Member may bring against Parsley Medical.  Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.  Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury.  Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. THIS SECTION WILL REQUIRE MEMBER TO RESOLVE ANY CLAIM THAT MEMBER MAY HAVE AGAINST PARSLEY MEDICAL ON AN INDIVIDUAL BASIS PURSUANT TO THE TERMS OF THE AGREEMENT.  EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW, THIS SECTION WILL PRECLUDE MEMBER FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST PARSLEY MEDICAL; AND ALSO PRECLUDES MEMBER FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION BROUGHT AGAINST PARSLEY MEDICAL BY SOMEONE ELSE.  The mere existence of such class, collective, and/or representative lawsuits, however, does not mean that such lawsuits will ultimately succeed.  By agreeing to arbitration with Parsley Medical, Member is agreeing in advance that Member will not participate in and therefore will not seek to recover monetary or other relief under such class, collective, and/or representative lawsuit (except as may be prohibited by applicable law).  Member will not be precluded from bringing claims against Parsley Medical in an individual arbitration proceeding. If successful on such claims, Member could be awarded money or other relief by an arbitrator.

(2) How This Section Applies.  This Section applies to any Covered Dispute (as defined in sub-section 3 below) and survives after the Agreement terminates.  Nothing contained in this Section shall be construed to prevent or excuse Member from utilizing any procedure for resolution of complaints established in this Agreement (if any), and this Section is not intended to be a substitute for the utilization of such procedures.  Except as it otherwise provides, this arbitration Section is intended to apply to the resolution of Covered Disputes or any other disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. THIS ARBITRATION SECTION REQUIRES ALL SUCH DISPUTES TO BE RESOLVED ONLY BY AN ARBITRATOR THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND NOT BY WAY OF COURT OR JURY TRIAL, OR BY WAY OF CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION (EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW).  SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION SECTION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THIS ARBITRATION SECTION OR ANY PORTION OF THIS ARBITRATION SECTION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR, AND NOT BY A COURT OR JUDGE.

(3) Covered Disputes.  Except as it otherwise provided herein, this arbitration Section applies, without limitation, to all “Covered Disputes,” defined as follows: disputes arising out of or related to this Agreement and disputes arising out of or related to Member’s relationship with Parsley Medical, including termination of the relationship; claims based on any purported breach of contract, including breach of the covenant of good faith and fair dealing; claims based on any purported breach of duty arising in tort, including alleged violations of public policy and for emotional distress; claims of negligence; claims of defamation; claims of medical malpractice, including but not limited to any dispute relating to whether any medical services rendered in connection with this Agreement were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered; and claims relating in any manner to Parsley Medical’s Direct Health Care Program.  Covered Disputes also include, without limitation, disputes regarding unfair competition, harassment, and claims arising under the Civil Rights Act of 1964, Americans With Disabilities Act, Genetic Information Non-Discrimination Act, the and all similar state laws or any other statutory or common law scheme prohibiting, among other things, discrimination or harassment because of race, color, age, religious creed, national origin, ancestry, disability, sexual orientation, gender identity and sex, and all other similar federal and state statutory and common law claims. This Agreement is intended to require arbitration of every Covered Dispute, claim or other dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of the Agreement are expressly excluded from this arbitration Section.

(4) Federal Arbitration Act.  The Federal Arbitration Act shall govern the interpretation and enforcement of all binding arbitration proceedings under this Agreement.  To the extent that the Federal Arbitration Act is inapplicable, state law governing agreements to arbitrate shall apply. The arbitration findings will be final and binding except to the extent that state or federal law provides for the judicial review of arbitration proceedings.

(5) Limitation On How This Section Applies. Nothing in this Agreement is intended to require arbitration of any claim or dispute which the courts of the jurisdiction where Member resides have expressly held are not subject to mandatory arbitration.  Nothing in this arbitration provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration.

(6) Initiating Arbitration. In the event a dispute should arise and Member wishes to initiate these arbitration procedures, Member must deliver a written request for arbitration to Parsley Medical within the time limits which would apply to the filing of a civil complaint in court.  Parsley Medical will deliver a written request to Member for any claim it may wish to assert, also within the time limits which would apply to the filing of a civil complaint in court. If a request for arbitration is not submitted timely, the claim will be deemed to have been waived and forever released.

(7) Arbitration Procedure.  The dispute will be decided by a single, neutral, decision-maker, called the arbitrator, through an organization called Judicial Arbitration and Mediation Services (“JAMS”).  The arbitrator will be mutually selected by Parsley Medical and Member. If the parties cannot mutually agree on an arbitrator, then an arbitrator will be selected by the parties according to the method of selection specified by JAMS in its Streamlined Arbitration Rules & Procedures, which can be obtained at www.jamsadr.com .

a. The arbitrator shall be bound by the provisions and procedures set forth in JAMS’ Streamlined Arbitration Rules & Procedures.  The applicable substantive law shall be the law of the State of Wyoming.

b. The parties shall cooperate to the greatest extent practicable in the voluntary exchange of documents and information to expedite the arbitration.  After selection of the arbitrator, the parties shall have the right to take depositions and to obtain discovery regarding the subject matter of the action and to use and exercise all of the same rights, remedies and procedures, and be subject to all of the same discovery duties, liabilities and objections as provided by the Federal Rules of Civil Procedure.  The arbitrator shall have the authority to rule on motions (including the power to issue orders and determine appropriate remedies) regarding discovery and to issue any protective orders necessary to protect the privacy and/or rights of parties and/or witnesses.

c. The arbitrator shall have the same authority to award remedies and damages on the merits of the dispute as provided to a judge and/or jury under parallel circumstances.  However, the arbitrator shall only be permitted to award those remedies in law or equity which are requested by the parties and which are supported by the credible, relevant evidence.  The arbitrator shall issue a written final and binding opinion and award.

d. The parties expressly agree to resolve any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative action basis.  The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis.  If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.

e. Following the issuance of the arbitrator’s decision, any party may petition a court to confirm, enforce, correct or vacate the arbitrator’s opinion and award as set forth in the Federal Arbitration Act.

(8) Fees and Costs of Arbitration. Fees and costs shall be allocated in the following manner: Each party will be responsible for its own attorneys’ fees and expenses (except as otherwise provided by law) and the cost of a copy of the reporter’s transcript of the proceedings (if desired).  The costs of the arbitration will be allocated per the JAMS Policy on Consumer Arbitrations.

(9) Arbitration Hearing and Award. The location of the arbitration proceeding shall be no more than 45 miles from the place where Parsley Medical last provided services to Member under this Agreement, unless each party to the arbitration agrees in writing otherwise.  The parties will arbitrate their dispute before the arbitrator, who shall confer with the parties regarding the conduct of the hearing and resolve any disputes the parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the parties or as ordered by the arbitrator, any party will have the right to prepare, serve on the other party and file with the arbitrator a brief.  The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this arbitration Section. The arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law.  Except as may be permitted or required by law, as determined by the arbitrator, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.