By selecting “I accept” below and completing the checkout process, you agree that the following terms and conditions (the “Agreement”) shall apply with respect to all healthcare and wellness services (“Services”) provided by or through Concordia Practice Management, LLC or any of its affiliated medical practices (together, “CPM”) pursuant to the Membership (defined below) you have selected and purchased at checkout. It is expressly agreed that this Agreement shall constitute a legal and binding instrument with the same effect as a document originally signed by you and CPM.
In consideration of a periodic fee (a “Membership Fee”), CPM provides Services to individual registered participants (“Members”) pursuant to a range of membership programs (each a “Membership”) as described on the CPM website, www.25Again.com (the “CPM Website”). CPM may vary or update the features and pricing of its Memberships from time to time at its sole discretion.
- Membership Fee
In order to become a Member, you will select a specific Membership at checkout and you shall be obligated to pay to CPM the Membership Fee specified for the selected Membership. The Membership Fee is generally a non-refundable annual fee, required to be paid in advance; provided, however, that, CPM may from time to time vary its fee structure or offer promotional or group rates. CPM does not guaranty that Membership Fee paid for any Membership will be available for any other Membership or any renewal or subsequent Membership.
You acknowledge that no part of the Membership shall be paid in consideration for medical services covered by your insurer, health plan or by any governmental program, including Medicare. You agree to bear sole financial responsibility for the Membership Fee. All or a portion of your Membership Fee may be purchased or reimbursed by a third party, such as an employer. Notwithstanding such third-party payment or reimbursement, you shall be bound by the terms and conditions of this Agreement.
Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence, or otherwise induce or solicit either party regarding referrals of business, or recommending the ordering of any items or services, of any kind whatsoever to the other party or any of its affiliates, or to any other person, or otherwise generate business between the parties; or (ii) to interfere with your right to choose your own health care.
- Services and Additional/Excluded Services
Upon payment of the Membership Fee specified at checkout for the level of Membership you have selected, CPM will make available to you the opportunity to access the Services specified as being included at that level of Membership pursuant to the terms of this Agreement and the additional practice policies and procedures described on the CPM Website or notified to you by CPM from time to time.
Services not specified as being included at the level of Membership selected and paid for are not covered by the Membership Fee. If you require healthcare or other services, procedures or products outside of those specified as being included at the level of Membership selected and paid for (“Additional Services”), you will be solely responsible for the cost of such healthcare or other services. CPM may refer you to another physician or other healthcare practitioner for Additional Services. Alternatively, CPM in its sole discretion may provide such Additional Services for an additional fee. Your insurance, if any, may or may not cover the costs of Additional Services. Additional Services may include, without limitation, the following:
- Emergency and specialist medical services.
- Laboratory tests whether or not performed by CPM.
- Supplements purchased through CPM or other sources.
- Healthcare services provided other than by CPM.
- Non-medical services recommended by CPM, such as acupuncture and fitness classes.
- Medications whether prescribed or over-the-counter.
The Membership Fee is generally a non-refundable annual fee, required to be paid at checkout in advance of inception of Membership and each renewal thereof. However, CPM may offer periodic payment programs, in which case payments will be billed monthly, quarterly or semi-annually as specified by CPM in connection with the payment program selected. If Additional Services are performed by CPM, CPM may require payment for such Additional Services in advance of performance or in accordance with the billing policies adopted by CPM from time to time. You acknowledge and agree that CPM does not bill insurance companies. CPM will not submit a medical claim to insurance on your behalf and cannot assist you with claim resolution.
- Payments and Credit Card Authorization
To the extent that you provide CPM with your credit card or other payment information for payments with respect to your Membership, CPM shall be authorized to charge your credit card for any unpaid Membership Fee, Membership Fees due on renewal of Membership and fees for Additional Services provided by CPM to you. If you have elected to pay your Membership Fee pursuant to a periodic payment program offered by CPM, CPM shall be authorized to charge the credit card you have provided at due date of each periodic payment without separate authorization in order to do so. CPM shall not require separate authorization for payment upon renewal of Membership. You shall not initiate any dispute or chargeback to CPM’s account without CPM’s prior written consent and you shall not cancel the credit card that you have provided to CPM without first providing CPM the details for a replacement credit card. You will be responsible for any fees or costs incurred by CPM in connection with collection, including fees associated with recouping payment on chargebacks. You will update CPM in advance in the event of a change in your credit card information, including changes to the name on your card, your billing address and your reference phone number.
- Refunds and Cancellation
Except as otherwise specified by CPM at checkout, Membership Fees are non-refundable and Membership is non-cancelable. Once checkout or renewal is complete you may not change the Membership level selected without the prior consent of CPM which may be granted or withheld at CPM’s discretion and may require payment of an increased Membership Fee.
CPM provides Members the opportunity to access certain Services subject to the terms of this Agreement and the additional practice policies and procedures described on the CPM Website or notified to you by CPM from time to time. So long as CPM has made such Services available in accordance with the terms of this Agreement and the additional practice policies and procedures described on the CPM Website or notified to you by CPM from time to time, your failure to avail yourself of such Services is not grounds for cancellation or refund/credit. CPM shall have no liability or responsibility for interruptions in the availability of or access to Services outside of CPM’s control and such interruptions shall not be grounds for cancellation or refund/credit.
- Automatic Renewal and Termination.
Unless otherwise specified by CPM at checkout, Membership has a one (1) year term and the Membership Fee covers that period. Except as otherwise specified by CPM in writing, the term specified for Membership at checkout will automatically renew for successive periods of the same length at the Membership Fee specified on the CPM Website for your level of Membership. You expressly consent to auto renewal of Membership and related charges; provided, however, that you may opt out of automatic renewal at any time prior to the date that is sixty (60) days in advance of the renewal date by logging in to your CPM Member account and changing your account settings to opt out of auto-renewal or by notifying CPM in writing using the Notice of Cancellation form at the notice address specified in this Agreement. Such notice must include a specific request for auto renewal opt-out. Members who have elected to pay monthly agree to a cancellation fee equal to two months of medical service fees will be charged upon notice of intent to cancel. Additionally, within 10 business days of cancellation notice, Patient agrees to sign the cancellation agreement at medical office where services are provided AND meet the provider to determine termination dates of prescriptive care and transition if any of files.
CPM may terminate your Membership, at any time, upon:
- your breach of this Agreement or CPM policy or procedure described on the CPM Website or notified to you by CPM from time to time, if such breach is not cured within 10 days of written notice; or
- your non-payment of fees when due or having an outstanding balance of $100 or greater if not paid within 10 days after written request to do so; or
- your harassment, threatening behavior or any other action by you which in CPM’s reasonable discretion places CPM personnel at risk of harm.
- Distance Members, Telemedicine/Electronic Communication
CPM offers Services to Members who may not be able to visit CPM’s offices to be seen by CPM practitioners in person; provided, that CPM practitioners cannot issue prescriptions for drug or medications without having seen and assessed your medical condition in person.
You acknowledge that telemedicine is an integral part of CPM’s Services. You authorize CPM to communicate with you by Electronic Communication regarding your personal health information (“PHI”, as defined in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) via your cell phone and/or e-mail you provide to CPM at checkout or in connection with your account. Electronic Communication includes but is not limited to email, text (SMS, MMS, Instant Messaging), and video conference. You acknowledge and agree that:
- Electronic Communication may not be a secure medium for sending or receiving PHI;
- Although CPM will make reasonable efforts to keep Electronic Communication with you confidential and secure, CPM cannot assure or guaranty the confidentiality of Electronic Communication;
- At the discretion of CPM, Electronic Communication may be made a part of your permanent medical record;
- You will not use Electronic Communication for communications regarding urgent medical problems, other time-sensitive issues, or for communication regarding sensitive personal information; and
- CPM will not be liable to you for any loss, damage, cost, injury or expense caused by, or resulting from technical failures or any interception of Electronic Communication by a third party.
- Not Insurance
You acknowledge and agree that Membership and this Agreement do not constitute an insurance plan or a contract for health insurance, and are not a substitute for health insurance or other health plan coverage. The Services provided by CPM are intended to be services that are not covered by or reimbursable under any private health insurance policy, private health plan, or government program (including, but not limited to, Medicare/Medicaid) in which you participate.
You acknowledge and agree that Membership establishes a direct contractual relationship for the performance of services between you and CPM, as the service provider, governed by this Agreement. Your Membership is not subject to the guidelines, restrictions or policies established by health insurance companies, health maintenance organizations, hospital service organizations, or Medicare/Medicaid. You further acknowledge and agree that CPM will not fulfill an insurance company’s or HMO’s requirement for an in-network primary care physician.
- No Emergency or Specialist Services
CPM does not provide hospital, urgent/emergency or specialist services and your Membership will not cover or provide reimbursement for hospital, urgent/emergency or specialist services. CPM’s practitioners are available only during the business hours specified by CPM pursuant to the scheduling and contact policies and procedures described on the CPM Website or notified to you by CPM from time to time. CPM does not provide for urgent, same-day or emergency appointments. CPM staff are not on-call 24 hours per day and generally are not available on nights, weekends or holidays. IN THE EVENT OF AN EMERGENCY OR CIRCUMSTANCES REQUIRING URGENT CARE, YOU SHOULD IMMEDIATELY CALL 911, THE NEAREST EMERGENCY ROOM OR URGENT CARE CENTER, AND FOLLOW THE DIRECTIONS OF EMERGENCY PERSONNEL.
- Intellectual Property
CPM’s copyrighted and original materials will be provided to you for individual use only and a single-user license. You are not authorized to use any of CPM’s intellectual property for your business purposes. You are not authorized to share, copy, distribute, or otherwise disseminate any materials received from CPM electronically or otherwise without the prior written consent of the CPM. All intellectual property, including CPM’s copyrighted course, medical and marketing materials, shall remain the sole property of the CPM. No license to sell or distribute CPM’s materials is granted or implied.
- No Guaranty of Outcomes
You acknowledge and agree that you are solely responsible for the use of your Membership and the results attained from such use. CPM makes no representations or guaranties as to results or outcomes (including, for example, cure of a particular disease or resolution of any condition).
- Disclaimer of Warranties; Limitation of Liability
Except as expressly stated in this Agreement or required by applicable law, CPM hereby disclaims any and all warranties, both express and implied, including any warranty of non-infringement, fitness for a particular purpose or merchantability. CPM’s total liability to you, your heirs, successors and assigns arising with respect to this Agreement, your Membership and any Services performed by CPM (including Additional Services) shall be limited to the aggregate amount of fees paid to CPM by you for your Membership. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED OPPORTUNITY OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- No assignment
Your Membership is personal to you and non-transferrable. Your Membership may not be shared, assigned or transferred to anyone else even if you are not using it. Your rights and obligations under this Agreement may not be transferred or assigned without the prior written consent of CPM. CPM shall have the right to assign the benefits or delegate the obligations contained herein to an affiliated or successor entity without first obtaining such consent. Subject to the foregoing, the benefits and obligations herein shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
- Minor Members
If you are purchasing a Membership as a parent or guardian of a minor (CPM Memberships are available for persons 16 years of age and older), such minor will be treated as a Member hereunder and you will be responsible for their adherence to this Agreement. You agree to hold harmless and indemnify CPM for, from, and against any claims of such minor. In the case of minor Members, CPM requires that at least one parent or guardian must be a current Member. CPM shall not serve as and should not be considered a replacement for a primary care physician with respect to any minor. CPM’s services with respect to a minor are solely consultative and advisory. 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.
- Independent Contractor
The purchase of a Membership establishes a fee for service relationship pursuant to which CPM is acting as an independent contractor providing Services in accordance with this Agreement. Your status as a Member does not mean that you are an investor or have an ownership interest in CPM.
- Notices; Communications
Any communication required or permitted to be sent under this Agreement shall be in writing and sent via U.S. mail or email. Notices to you may be sent to the address (mailing or email) you provide to CPM at checkout or subsequently in connection with your account. Notices to CPM may be sent to:
Concordia Practice Management, LLC
4211 Springhurst Blvd
Louisville KY 40241
You shall promptly notify CPM of any change of address.
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties. This Section shall survive termination or expiration of this Agreement.
- Entire Agreement; Amendment
These terms and conditions constitute the entire understanding and agreement between the parties with respect to its subject matter and supersede all prior agreements or understandings, whether written or oral, with respect to the same subject matter. No amendment of this Agreement shall be binding on a party unless made in writing and signed by all parties. Notwithstanding the foregoing, CPM may unilaterally amend this Agreement to the extent required by law or regulation by sending you advance written notice of any such change.
- Force Majeure
Neither party will be liable to the other for any cause beyond its reasonable control, and the party’s performance of its obligations hereunder, other than payment obligations, will be excused if such party’s performance is prevented by any cause or causes beyond its reasonable control without the fault or negligence of such party. In no event shall financial difficulty or inability constitute force majeure.
- Controlling Agreement
In the event of any conflict between the provisions contained in this Agreement, the CPM Website and any marketing or descriptive materials used by CPM, CPM’s representatives, or employees, the provisions in this Agreement shall be controlling.
- Governing Law
This Agreement shall be governed by and construed in accordance with laws of the State in which the CPM medical practice at which your Membership is based is located (the “Relevant State”), without regard to such State’s conflicts of laws provisions.
All disputes between the parties arising out of or related to this Agreement or your Membership shall be submitted to binding arbitration in accordance with the Commercial Rules of the American Arbitration Association (“AAA”). The Arbitration shall be held in the Relevant State. The arbitrator(s) shall apply substantive law of the Relevant State, or federal substantive law where state law is preempted. Subject to the limitations of liability contained herein, the arbitrator(s) shall have the power to grant all legal and equitable remedies and award compensatory damages as provided pursuant to the foregoing applicable State or federal law. The arbitrator(s) shall prepare in writing and provide to the parties an award including factual findings and the legal reasons on which the award is based. The prevailing party in any Arbitration hereunder shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and any other expenses incurred directly or indirectly with said Arbitration, including without limitation the fees and expenses of the arbitrator(s). Any award rendered pursuant to such arbitration shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over parties. Except as specified herein, each party shall bear its own costs and attorneys’ fees in connection with any such arbitration. EACH PARTY UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE PARTY AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO ARBITRATION, AND THAT THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN THIS SECTION CONSTITUTE, TO THE GREATEST EXTENT PERMISSIBLE BY LAW, A WAIVER OF THE PARTY’S RIGHT TO A JURY TRIAL.
The intellectual property, disclaimer of warranties, limitation of liability, non-disparagement, proprietary rights, any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination or lapse this Agreement.