Bronze Membership

AGREEMENT FOR HEALTH MANAGEMENT SERVICES

This agreement (“Agreement”) is made effective as of the date of signature (the “Effective Date”), by and between REYNOLDS HEALTH PARTNERS CONCIERGE LLC dba REYNOLDS HEALTH PARTNERS, a Virginia limited liability company with a mailing address of 901 Moorefield Drive, Midlothian, VA 23236, USA (“RHP”) and you (“You”).  Together, You and RHP are considered “Parties,” each a “Party.”

WHEREAS RHP performs certain health care coordination, patient advocacy, navigation, education, and logistical support for individuals;

WHEREAS You, as either the Care Recipient or the Care Recipient’s Power of Attorney wish to hire RHP to perform certain coordination, patient advocacy, and logistical support;

The Parties agree as follows:

1.1           Services.

(a)          What we do. RHP provides personalized assistance and healthcare coordination service to assist families in navigating the healthcare system in the United States. This includes general healthcare advocacy information; logistical and navigational support; professional services referral options; healthcare advocacy; patient navigation; and support to Care Recipients and their families. RHP team members providing these care coordination services are called “Health Managers.”

Health Managers connect families with options based on a loved one’s stated needs and preferences and empower them to make informed decisions. Based on the family’s stated needs and preferences, we provide the family with curated information about area resources and healthcare providers (“Care Providers”). 

(b)          Limitations of Services. RHPoffers Services to help find, coordinate, and maintain care for Care Recipients. However, we do not:

(i)             provide any medical, diagnostic, treatment, or clinical services

(ii)            engage in any conduct that requires a professional license, including but not limited to providing medical, financial, or legal advice;

(iii)           make decisions for or on behalf of the Care Recipient;

(iv)           employ any Care Providers and are not responsible for the conduct of any Care Provider;

(v)            make any representations about the suitability, reliability, timeliness, accuracy, integrity, responsibility, or skill of the services provided by Care Providers. Any screening of a Care Provider is limited and should not be taken as complete, accurate, up-to-date or conclusive;

(vi)           control, monitor, supervise, or oversee the quality, timing, hours, pay, legality, or any other aspect of services delivered by Care Providers;

(vii)         perform employment agency services, procure, or manage employees for any Care Recipients.

(c)          Modifications, Availability of the Service. RHPreserves the right to make changes to the offerings and functionality of the Service without prior notice. RHP may also limit, restrict, or remove the features offered in relation to the Service. 

1.2            Term.

(a)          Initial Term. The initial and minimum term for the Services is three (3) months from the date of execution of this Agreement unless otherwise indicated in Section 3 (the “Initial Term”).  The Initial Term is due and payable upon the execution of this Agreement, and paid in three (3) monthly installments. If You terminate/ cancel the Services during the first three (3) months of this Initial Term You acknowledge and agree that You will pay the fees for the Initial Term in full.

(b)          Initial Interview.  After the initiation of the Term, RHP will have a Health Manager conduct an “Initial Interview” with the Care Recipient.  The Health Manager cannot provide “hands on” care during this interview.

(c)          Month-to-month Renewal.  After the initial term, the Services renew month-to-month at the amount indicated in Section 3 with a sixty (60) day notice required for termination.

1.3            Representations and warranties.  You expressly represent and warrant to RHP that:

(a)          You have the right, authority, and capacity to enter into these Terms and to abide by the terms and conditions of these Terms;

(b)          You or the Care Recipient resides in the United States or its territories;

(c)          You or the Care Recipient do not reside in Arizona or Washington State;

(d)          You are over the age of 18;

(e)          You have and will continue to accurately provide Account Information and Care Recipient Records, defined below in Sections 1.5 and 1.6;

(f)           If You are a parent, guardian, or any other representative who is not the Care Recipient, You hold a Power of Attorney, Medical Power of Attorney, or other court order and will provide any proof of identity we may reasonably request from time to time.  You will immediately update RHP in the event that the Power of Attorney, Medical Power of Attorney, or court order has terminated;

(g)          You will use the Services and any Care Recipient Records (defined below) for lawful purposes only.

(h)          You have the right and authority to convey any and all Care Recipient Records You provide, including without limitation that You have authorization from anyone who is the subject of any Records.

1.4            Communication Preferences.  RHP will generally communicate with You by phone and email, but if You have a specific preference, we will work to communicate with You by the means You prefer (phone, email, text).  

(a)          Email.  Please keep in mind that email communications are not considered secure. By choosing to receive unsecure email from us, You acknowledge the inherent risks of email communications and consent to receiving email messages containing health information, personally identifiable information, Care Recipient Records, Account Information, or other sensitive information.  RHPmay also send emails with general health educational materials that might be of assistance to You.

(b)          Text Messages. RHPoffers text messaging options for certain types of communications.  After we obtain Your consent, we will text the telephone number You provide for appointment reminders and notifications. Text messages are not secure, and therefore, there is a risk of unauthorized disclosures with text messages. Message and data rates from Your carrier may apply for any message sent to You from us or to us. Check with Your provider for more details.  RHP is not liable for delayed or undelivered messages.

(c)          Communications Restrictions. You may not transmit any communications (including Care Recipient Records, defined in Par. 1.6 that contain unlawful, threatening, fraudulent, libelous, defamatory, obscene or abusive information or language.

1.5           User Accounts.

(a)          Account Creation.  Now or in the future, You or Your authorized family members may be prompted to create a password-protected account ("Account") in order to use the Services.

(b)          Account Information. You must provide Your email address, name, username, and a password, as well as other contact and/ or payment information  (“Account Information”). Family members or Power of Attorneys must register in Your own legal name, even if  seeking care for a Care Recipient. You represent and warrant that the information You provide RHP with respect to Your Account is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your Account. You are responsible for maintaining the confidentiality of Your Account and password, including but not limited to the restriction of access to Your computer and/or Account. You are the sole authorized user of Your Account, and You are responsible for keeping Your Account safe and secure from unauthorized access. You accept responsibility for any and all activities or actions that occur under Your Account. You must notify RHP immediately upon becoming aware of any breach of security or unauthorized use of Your Account. RHP is not liable for any losses or harm that may be incurred by You or a third party due to unauthorized use of Your Account.

1.6           Care Recipient Records. You may transmit medical or personal information on behalf of Yourself or others (“Care Recipient Records”).  RHP will not disclose this information unless provided for by You.  You will not transmit any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, defamatory, racially offensive, inaccurate, misleading, defamatory, false or illegal information or material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). 

RHP, in its sole discretion , may, review, edit, and delete any Records, in each case in whole or in part, that it determines may be offensive, inappropriate, or illegal, or that might violate the rights, harm, or threaten the safety of Care Recipients, family members, or others.

Any Care Recipient Records that You share or transmit are used solely for the purpose of finding, managing or sharing information relating to care in accordance with RHP’s Privacy Policy and other applicable laws.  You are responsible for any Care Recipient Records You provide, and for providing accurate, current and complete information.

1.7           Privacy. In connection with Your access to or use of the Services, we may obtain information from or about You, including Care Recipient Records or other personal data. RHP will use Your information in accordance with the RHP Privacy Policy, which describes its privacy practices as well as choices You may have with respect to the collection and processing of Your information. Please take a moment to review the RHP Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy may be updated from time-to-time according to its terms.

(a)          HIPAA.  RHP is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).  However, in order to communicate with Your health care providers and health insurance providers, You will need to provide HIPAA Waiver and Authorization Forms to each care provider or insurance provider.  You are responsible for signing and transmitting any HIPAA disclosure documents, as we cannot communicate with Your providers until such waiver and authorization forms have been submitted by You.  You will indemnify, defend, and hold RHP harmless for the effects of incomplete HIPAA Waivers.

(b)          Confidentiality, Nondisclosure. RHP will keep confidential all Care Recipient Records, and shall not disclose any other personal, medical, financial, and/or any other type of information without Client’s approval.  Notwithstanding the foregoing, in the event (i) You disclose information to RHP that leads us to reasonably believe that You intend to harm Yourself others or otherwise commit criminal activity, or (ii) of an emergency, You agree that we may disclose any such personal, medical, financial, or other information as deemed necessary in its sole discretion.

1.8           Health Managers. Health Managers are individuals who assist Care Recipients and their families with the Services. While RHP screens its Health Managers, RHP does not run full background checks on all employees.

Health Managers cannot provide any “hands on” care. In the event of a true emergency, You should not call a Health Manager—dial 911.

1.9            Content. From time to time, RHP may publish or make available (including without limitation, articles, texts, guides, documents, data, images, interactive features, graphics, forms and videos) that we believe will help You in making healthcare decisions for Yourself of for the Care Recipient ("RHP Content"). RHP Content is protected by copyright laws, and RHP exclusively owns all right, title, and interest in and to the RHP Content unless otherwise stated.

1.10        Care Providers Curation, Coordination.

(a)          Coordination with, Curation of Care Provider Services. We may recommend, coordinate services with, and/or offer links to Care Providers or other third party websites for services that are not owned, operated, or controlled by RHP (e.g. RHP may coordinate transportation for a Care Recipient using Care Providers). RHP does not have any control over, and assumes no responsibility for, the services, offerings, actions, omissions or practices of any such Care Providers, and You access and use them at Your own risk.

WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE OFFERINGS OF ANY THIRD PARTIES OR THE OWNERS AND OPERATORS OF SUCH THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT RHP SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTIES.

(b)          Investigation of Care Providers. RHP does not screen or run background checks on employees of curated Care Providers it coordinates with, and disclaims all warranties with respect to such Care Providers. You agree not to hold us liable, or make any claims against us based on any actions or omissions of any Care Providers curated, recommended, or coordinated by us. RHP IS NOT LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR RELATING TO ANY THIRD-PARTY AGREEMENT OR RELATIONSHIP FORMED DURING OR ARISING OUT OF THE SERVICE.

1.11        Feedback.  If You provide RHP with any feedback or suggestions regarding the Services of third party Care Providers (“Feedback”), You hereby assign to RHP an irrevocable, global, royalty free license to such Feedback and agree that RHP shall have the right to use the Feedback in any manner it deems appropriate.  RHP will treat any Feedback You provide to RHP as non-confidential and non-proprietary unless otherwise covered by HIPAA or other related privacy laws.  You agree that You will not submit to RHP any information or ideas that You consider to be confidential or proprietary.

1.12        Payment.  In order to utilize the Services, either (i) the Care Recipient or (ii) the Care Recipient’s third party payor must enter into a recurring fee “Subscription” with a three (3) month minimum (the “Initial Term” defined below). 

(a)          Billing Authorization. You agree to pay RHP all charges associated with Subscription for the Service. You authorize and preapprove RHP or a third party payment processor that works on its behalf to charge Your chosen payment method monthly according to the terms of Your chosen Subscription.

(b)          Initial Term. The Initial Term will be billed in three (3) equal, nonrefundable installments at the rate detailed in Section 3.

(c)          Automatic Month-to-Month Renewal.   Your month-to-month Subscription will initiate at the end of the Initial Term, and will automatically renew  monthly.  ALL SUBSCRIPTIONS WILL CONTINUE INDEFINITELY UNTIL TERMINATED.  You authorize RHP to automatically charge your card on file.  Month to month renewal fees may be adjusted annually.

(d)          “Per Minute” fees. Services by Health Managers incur “per minute” fees.  You authorize RHP to automatically charge Your chosen payment method for the additional fees incurred on your next Subscription payment date. You agree that RHP may charge the credit card on file.

(e)          Cancelling Your Subscription.  You may cancel Your paid membership subscription with sixty (60) days notice by calling, writing, or emailing RHP. If You cancel Your Subscription, You typically will be permitted to use Your subscription until the end of Your paid term. Subscriptions will not be pro-rated for partial months of Services.

(f)           Failed Payments. If RHP is not able to charge any payment to Your chosen payment method, RHP reserves the right to pursue any remedy that may be available, including but not limited to the right to suspend or terminate Your Services. You agree that RHP has no liability related to the exercise of this remedy.

1.13         Termination.  You may terminate this Agreement at any time after the Initial Term by providing sixty (60) days notice to RHP either by email or by phone with receipt confirmed in writing.  Termination requests will be effective on the date of receipt.  Subscriptions will not be pro-rated.

1.14         Disclaimer of Warranty.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES AND ANY CONTENT PROVIDED THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND RHP HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESSED, IMPLIED RHP DOES NOT WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RHP OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

1.15         Indemnity.  To the maximum extent permitted by law, You agree to indemnify, defend, and hold RHP, its officers, employees, and directors harmless for any and all losses, damages, injury, or death caused by

(a)           inaccurate, incomplete, or obsolete Account Information;

(b)          inaccurate, incomplete, or obsolete Care Recipient Records;

(c)          Incomplete or obsolete HIPAA waiver and authorization form;

(d)          your negligence during an Initial Interview;

(e)          a Care Provider’s actions or inaction arising out of or in relation to the Services;

(f)           your breach of this Agreement.

except to the extent that such claims result from gross negligence or intentional misconduct on the part of RHP.  This section shall survive the termination of this Agreement.

1.16        DISCLAIMER: Referral fees for Nursing Home or Assisted Living facility placements.  In relation to assisting placing Care Recipients in assisted living or nursing homes, RHP serves in a dual agency relationship.  RHP may both offer assisted living or nursing home information and options to our clients or their legal representatives while receiving referral fees from the assisted living or nursing home provider. This fee is paid by the provider. This fee is based on an agreement that our agency and the housing community or care provider have agreed upon. Our contracts with the providers mandate that no part of the fee can be passed on to the resident, and that residents referred by RHP will be charged based on the provider’s standard published rates. 

We base our referrals and evaluations on individual needs of the Care Recipient, availability, in-person evaluation of the property, and any particular requests made by the Care Recipient or the Care Recipient’s representatives.

1.17        You as our client are entitled, without cause, to discontinue using RHP, or use another agency of your choice at any time.

RHP is not a “covered entity” or a “business associate” under the Health Information Patient Portability Act (“HIPAA”).  Despite this fact, we value the importance of your privacy.  For this reason, we will not disclose any Health Information or Personal Information to anyone except your medical staff without prior authorization.  “Health Information” will include medical records, medications, appointments, test results, and/ or Care Recipient Records.  “Personal Information” will include personal accounts, records, and otherwise sensitive information that you have requested in writing we keep confidential. I hereby authorize the release of my Health Information and/or Personal Information to the individuals deemed necessary by RHP. By signing this agreement, I acknowledge that I have read and understood the contents of this authorization form and authorize the release of my information to those noted above, to the extent indicated. Revocation of Authorization: I understand that I have the right to revoke this authorization at any time. To revoke this authorization, I must provide a written request to RHP.

1.18        Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE RHP AND AGREE TO HOLD RHP HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE SERVICES OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, RECOMMENDATION, INFORMATION, AND/OR ANY OTHER CONTENT PROVIDED DURING THE PROVISION OF THE SERVICES OR VIA OUR PLATFORMS. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF THROUGH THE PLATFORM IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.

NOTHING IN THIS CLAUSE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM GROSS NEGLIGENCE.

If applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law. This section shall survive the termination or expiration of this Agreement.

2.              General Terms.

2.1           Notice. Unless otherwise specified, any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by United States Postal Service, certified mail return receipt requested, or by local or overnight courier, to the address first written above, or via electronic mail. Notices sent by certified mail or courier shall be deemed delivered one business day after the date of deposit with the courier if prepaid, specifying same day or next day delivery; notices via email shall be deemed delivered upon confirmation of receipt.  The Parties’ addresses may change from time to time, which may be communicated via in writing with confirmation of receipt.

2.2           Successors and Assigns. This Agreement shall be binding upon the Parties and their respective heirs, successors or representatives. 

2.3           Severability. If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect, the remaining provisions shall remain in full force and effect. 

2.4           Force Majeure.  In the unlikely event of emergency, fire, casualty, flood, strike, civil insurrection, action or inaction of government, act of war, Act of God, or unforeseeable causes beyond the Parties’ control preventing their performance under this Agreement, the Parties shall be excused from performance until the force majeure event has passed.  The occurrence of any such event does not constitute a breach of this Agreement.  

2.5           Entire Agreement. This Agreement, including its Schedules and other attachments hereto, embodies the entire understanding of the Parties with respect to the matters contained herein.  There are no promises, terms, conditions or obligations, oral or written, expressed or implied other than those contained in this Agreement.  Furthermore, this Agreement supersedes any written or oral representations or other document made prior to its signature.

2.6           Waiver. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

2.7            Modifications; Counterparts. This Agreement may be modified only in writing, signed by both Parties. This Agreement and any amendments hereto may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

2.8           Arbitration. Any and all disputes between You and RHP arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes arising out of or relating to Your use of the Service.

YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND RHP ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND RHP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, You and RHP must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Richmond, Virginia. The arbitrator shall have exclusive authority to resolve all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise and all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law.  The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, and his/ her award shall be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in or for Chesterfield County, Virginia.

2.9           Attorneys Fees. The prevailing party in any legal action with respect to this Agreement is entitled to recover reasonable attorneys’ fees, costs, and expenses incurred with respect to such dispute and in any appeal.

2.10        Governing law and Jurisdiction. In the event of any judicial proceeding, this Agreement and, without limitation, any question relating to its existence, interpretation, execution or termination shall be determined in accordance with the laws of the Commonwealth of Virginia without regard to its conflicts of laws provisions.  The state and federal courts situated in Chesterfield County and/or the Eastern District of Virginia shall have jurisdiction to hear and determine any suit, action or proceeding that may arise out of or in connection with this Agreement, and for such purposes irrevocably submit to the jurisdiction of such courts. 

3.              Electronic Signature.

3.1            The Parties agree that this Agreement and any other documents delivered or accepted in connection herewith may be executed, consented to, or delivered by electronic means, including by email or through an online form, portal, or subscription process. By subscribing to the Service, clicking to accept, or otherwise indicating assent electronically, each Party agrees that such action constitutes a valid and binding signature. Any such electronic consent or signature shall have the same legal effect and validity as an original handwritten signature for all purposes, including under applicable state and federal law (such as the U.S. Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act).

WHEREFORE, you have read and agreed to these terms upon submission of this form.