A. Medical Practice owns and operates a bariatric surgical practice whereby Medical Practice provides clinical services to patients.
B. Medical Practice also offers a membership program that offers patients non-clinical services which may include exercise programs, educational seminars, nutritional counseling, laboratory testing, discounts for certain commercially available products such as multivitamins and nutritional supplements and regular social media contact with the Medical Practice (collectively, the “Membership Services”).
C. Patient desires to join such membership with Medical Practice to receive the Membership Services.
In consideration of the Recitals, promises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Membership. In exchange for the monthly payment of $50.00 – subject to future changes, upon advance notification – Medical Practice agrees to provide Patient with the Membership Services. The list of Membership Services may be changed by Medical Practice at its discretion upon written notice to Patient.
2. Term. The term of this Agreement shall commence on the Effective Date and shall continue until Patient and/or the Medical Practice decide to terminate as provided herein. This Agreement automatically renews monthly until it is terminated by Medical Practice or Patient.
3. Termination. Patient may terminate this Agreement at any time for any reason upon written notice to Medical Practice. Medical Practice reserves the right to terminate this Agreement immediately upon written notice to Patient. Patient’s cancellation of the Credit Card Authorization will qualify as termination of this Agreement.
4. Monthly Fees. For the Membership Services, Patient shall pay Medical Practice a monthly fee in the amounts set forth on Exhibit A (“Monthly Fee”), which shall be paid in accordance with the schedule set forth on Exhibit A. Notwithstanding anything contained herein to the contrary, the Monthly Fee may be changed by Medical Practice, following thirty (30) days’ prior written notice to the Patient.
5. Insurance. Medical Practice does not make any representations whatsoever that any fees paid under this Agreement are covered by Patient’s health insurance or other third party payment plans applicable to Patient. Patient shall remain fully and completely responsible for the entire fees due and owing hereunder (including, without limitation the Monthly Fee) notwithstanding any such coverage or lack thereof. Patient agrees not to bill or attempt to receive reimbursement from Medicare, Medicaid or any other third party payor for any Membership Services provided to Patient under this Agreement.
6. Hold Harmless. Patient shall indemnify, defend, and hold harmless the Medical Practice and its employees, agents, officers, partners, shareholders, directors, and affiliates from and against any and all Claims (defined below) arising out of or connected in any way with Patient’s participation in the Membership Services, including, without limitation, any injury or illness sustained by Patient as a result of such participation. Patient acknowledges and agrees that the Membership Services are provided to Patient to encourage a healthy lifestyle and provide access to nutritional and wellness tools. The Membership Services are not a replacement of any medical services. Patient agrees to consult with Patient’s primary care provider before engaging in any new nutritional, exercise or other regiment related to the Membership Services. Medical Practice does not promise or guarantee any results as a result of participation in the Membership Services.
7. Waiver and Release. Patient hereby waives and releases any and all claims for damages, for death, personal injury, loss of property or property damage Patient may have, or that may subsequently accrue to Patient, or to his or her heirs, executors, administrators or assigns, as a result of, or in any way related to Patient’s participation in the Membership Services. Patient discharges and releases in advance Medical Practice, and its officers, directors, shareholders, members, agents, representatives, parents, subsidiaries and employees from any and all liability, claims, demands, damages, causes of action, losses, expenses, attorneys’ fees and costs, or any other loss whatsoever (collectively, “Claims”) arising out of or connected in any way with Participant’s participation in the Membership Services.
a. Entire Understanding. This Agreement constitutes the complete understanding between the parties hereto and supersedes any prior understandings whether written or oral between the parties relating to the subject matter hereof.
b. Waiver. No action or failure to act by Medical Practice or Patient shall constitute a waiver of any right or duty afforded any of them under the Agreement, nor shall any action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
c. Amendments. Except as set forth in Sections 1 and 4, this Agreement may not be amended or revised except by an instrument executed by Medical Practice and Patient.
d. Validity. If any provision of this Agreement, or any paragraph, sentence, clause, phrase, or word, or the application thereof, any circumstances, is adjudicated by a court of competent jurisdiction to be invalid, the validity of the remainder of this Agreement shall be construed as if such invalid part were never included herein.
e. Headings. The headings and captions as contained in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.
f. Assignment. Neither party shall assign, transfer or convey any of its duties or obligations or rights hereunder without first obtaining the prior written consent of the other party.
g. Notice. All notices provided herein shall be given in writing to the intended recipient at the facsimile or address specified in the signature block set forth below or such other number or address as such party shall at any time or otherwise specify by like notice to the other party. Any and all notices shall be given in the following manner: (a) by registered or certified mail, return receipt requested, or (b) by facsimile, (c) by personal delivery or (d) by nationally recognized overnight carrier. Each such notice shall be effective (i) if given by mail, five business days after such communication is deposited in the United States mail with first-class postage prepaid; (ii) if given by facsimile, at the time such facsimile is transmitted and the appropriate confirmation is received, provided that the notice transmitted shall be sent out on business days between 9:00 a.m. to 5:00 p.m. Central Standard Time, (or if such time is not during a business day, at the beginning of the next business day) or (iii) if given by any other means, when delivered at the address pursuant hereto.
h. Counterparts. Facsimile and E-mail Transmission. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Agreement. The parties may sign and deliver this Agreement by facsimile transmission, or by e-mail with attached scanned signature page image. Each of the parties agree that they shall have the same force and effect as delivery of original signatures and that each of the parties may use such signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.
i. No Presumption. This Agreement is a product of the negotiations between the parties. If there is a dispute as to the interpretation or meaning of this Agreement, there shall be no presumption against the party which prepared or proposed all or part of the language of this Agreement.
j. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Illinois, without regards to its conflicts of law principles.