TERMS AND CONDITIONS

RECITALS

“Priority Private Opco, LLC., a New York corporation located at 170 East 77th Street, NY 10075 (the “Club”) provides access to membership-based medical care and diagnostic imaging through Priority Private Medical Care, P.C. (“Practice”) on a 24/7 basis (collectively, the “Practice Medical Services”);

The Club provides certain non-medical related services and access to the Practice Medical Services (collectively, the “Club Services”), including:

  • Medical Facility Access
  • Rapid Access to Diagnostic Imaging
  • Doctor Consultations
  • Use of Any Location (in the future)
  • Extensive Network of Specialists
  • Remote Consultations if Away from Home

In order to obtain Club Services, You desire to become a member of Club in exchange for an annual fee based on a standard rate of $5,000 for the principal member, $3,000 for the second adult family members, $2,000 for each additional adult family member, and $1,000 for each child under 18 years old. Large family discounts may apply.

The purpose of this Agreement is to set forth the terms and conditions of how the Services will be furnished to You by the Club. You and the Club therefore agree to the Terms & Conditions on the subsequent pages. 

AGREEMENT.

  1. Services. Club will provide You with access to the following services (it being expressly acknowledged and agreed that Club is in no way engaged in the practice of medicine and that any Club Services that are medical in nature will be exclusively provided by Practice):

1.1 Club Services

1.1.A 24/7 Access. Club will provide you with access to Practice’s Locations (170 E. 77th Street presently) twenty-four (24) hours per day, seven (7) days per week in order to be seen by a Physician or receive diagnostic scans.

1.1.B Immediate Doctor Consultations. You will have almost immediate access to a Practice physician (the “Physician”) at any Locations (anticipated to be within fifteen (15) minutes of your arrival).

1.1.C Fast Access to Diagnostic Imaging. You have access to CT, MRI, Ultrasound, and X-ray imaging equipment. In the event that it is necessary for you to receive a diagnostic scan, every reasonable effort shall be made to perform the scan almost immediately.

1.1.D Extensive Network of Specialists. In the event that your illness requires treatment by a medical specialist, Club has an extensive network of professionals who will be made available to You, either at the Location or at the specialist’s offices.

1.1.E Access to Locations. You will have access to Practice’s locations as they now exist or are opened in the future from time to time.

1.1.F Illness Away from Home. If You become ill while away from home, Club will coordinate having a Physician available on a twenty-four (24) hours per day, seven (7) days per week basis in order to provide web / telephone conferences regarding your care.

1.2 Medical Services. All Practice Medical Services will be provided through the Practice. Please note: the Practice is opted-out of Medicare and provides Medical Service as an out-of-network provider.

  1. Payment.

2.1 Annual Membership Fees. As a condition precedent to becoming a member of Club and having access to the Practice Medical Services and Club Services, You hereby agree to pay Club the membership fees (i.e., for each Member) that are detailed on Schedule A (collectively, the “Annual Membership Fees”). The Annual Membership Fees will apply for the one (1) year period following the Effective Date and You must repay the then prevailing Annual Membership Fees on each one (1) year anniversary of the Effective Date throughout the Term.  By way of clarification and not limitation, the Member will pay the Annual Membership Fees for each Member annually. The Annual Membership Fees are subject to adjustment by Club, which will be updated by Practice and payable by Member during Member’s next annual instalment of the Annual Membership Fees.  You must pay the Annual Membership Fees for each Member annually and in full on the Effective Date and on or before each annual anniversary throughout the Term. Club reserves the right to terminate this Agreement for Member’s failure to timely pay any instalment of Annual Membership Fees.

2.2 Practice’s Professional Medical Services Fees. Member will enter into the Private Payment Agreement, which details that Member will pay for all of Practice’s professional medical services directly (“Practice Professional Fees”), it being acknowledged and agreed that the Annual Membership Fees are separate and apart from the Practice Professional Fees (which are in addition to the Annual Membership Fees).  The Private Payment Agreement will govern Member’s payment of Practice Professional Fees.  By way of clarification and not limitation, all professional fees will be charged by PPMC through the Practice Professional Fees and all services of specialists will be pursuant to such specialists’ payment arrangements with you (it being acknowledged and agreed that such specialists’ professional services are not included within the Annual Membership Fees).

  1. Term. This Agreement will commence on the Effective Date and will continue for a period of one (1) year thereafter (the “Initial Term”), unless terminated sooner pursuant to Section 4 below. At the end of the Initial Term, unless earlier terminated pursuant to Section 4 below, this Agreement will continually automatically renew upon the same terms and conditions for successive one (1) year periods (each, a “Renewal Term”), unless terminated sooner pursuant to Section 4below. For purposes hereof, the Initial Term and each Renewal Term will be collectively referred to as the “Term”.
  2. Termination. You and Club shall have the absolute and unconditional right to terminate this Agreement, without the showing of any cause, by providing the other Party thirty (30) days prior written notice. Upon termination by either Party, You shall receive the prorata amount of the Annual Membership Fees for the period of time between the effective date of termination and the next one (1) year anniversary of the Effective Date (the “Refunded Prorata Annual Membership Fees”). The Refunded Prorata Annual Membership Fees shall be paid to You within thirty (30) days of termination.
  3. Insurance Coverage of Fee. Club makes no representations whatsoever that the fees paid under this Agreement are or are not covered by Your health insurance or other third party payment plans applicable to You or Your family, although such fees are likely NOT so covered. You will have the full and complete responsibility for any such determination; provided, however, that irrespective of such determination, You are expressly agreeing to pay the Annual Membership Fees and Practice Professional Fees under this Agreement.
  4. Insurance or Other Medical Coverage. This Agreement is not a substitute for health insurance or other health plan coverage (such as membership in an HMO). You acknowledge that Club and Practice has advised You to obtain or keep in full force Your health insurance policy(ies) or plans in order to cover You and Your family members for healthcare costs. You acknowledge that this Agreement is not a contract that provides health insurance for you, and this Agreement is not intended to replace any existing or future health insurance or health plan coverage that You may carry for You or Your family.
  5. Dependent Members. If You are signing for and on behalf of one or more of Your “dependents” (as such term is defined by the Internal Revenue Services), You will be responsible under this Agreement as their parent or guardian. You, as the signing Member, agree to indemnify, defend, reimburse and harmless Club, Practice and the Physician for, from, and against any claims of made by, or on behalf of the dependent.
  6. Communications. You acknowledge that communications with Club, Practice, or Physician using e-mail, facsimile, and cell phone are not guaranteed to be secure or confidential methods of communications. As such, You expressly waive the Physician’s obligation to ensure confidentiality with respect to correspondence using such means of communication. You acknowledge that all such communications may become a part of Your medical records.

You authorize the Physician to communicate with You by e-mail regarding Your “protected health information” (“PHI”) (as that term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 and its implementing regulations) using Your e-mail address shown on the attached Schedule A. By agreeing, You acknowledge that:

8.1 Protected Health Information. E-mail is not necessarily a secure medium for sending or receiving PHI and, in particular, if You send or receive e-mail through Your employer’s e-mail system, the employer may have the right to review it;

8.2 Security. Although Club and the Physician will make reasonable efforts to keep e-mail communications confidential and secure, neither Club nor the Physician can assure or guarantee the confidentiality of e-mail communications;

8.3 Medical Record. In the discretion of Practice and Physician, e-mail communications may be made a part of Your permanent medical record; and

8.4 Emergencies. E-mail is not an appropriate means of communication regarding emergency or other time-sensitive issues or for inquiries regarding sensitive information.

If You do not receive a response to an e-mail message within two (2) days, You agree to use another means of communication to contact the Physician. Neither Club nor the Physician will be liable to You for any loss, cost, injury, or expense caused by, or resulting from, a delay in responding to You as a result of technical failures, including, but not limited to: (i) technical failures attributable to any internet service provider; (ii) power outages, failure of any electronic messaging software, or failure to properly address e-mail messages; (iii) failure of Club’s computers or computer network, or faulty telephone or cable data transmission; (iv) any interception of e-mail communications by a third party; or (v) Your failure to comply with the guidelines regarding use of e-mail communications set forth in this paragraph.

8.5 External Records. I confirm that I give permission for the Practice to communicate with my specified medical providers in regards to my medical records.

  1. Miscellaneous.

9.1 Notices. Any notice required or permitted under this Agreement will be in writing and will be deemed to have been sufficiently given or served and effective for all purposes when delivered by a nationally recognized overnight delivery service or three (3) days after deposit with the United States Postal Service via certified mail, postage pre-paid, or to Member’s email address addressed as follows:
  If to Club, then to:
Priority Private Care Opco, LLC
170 East 77h street,
New York, NY 10075         

If to Member, then to:
The Member’s address
on Schedule A
Any Party hereto may change its address of record for receiving notices by giving the other Party written notice of such change in the manner set forth above.

9.2 Waiver. Any waiver of any of the covenants, conditions or provisions of this Agreement must be in writing and signed by the Party against whom enforcement of such waiver is sought. One or more waivers of any covenant, condition or provision of this Agreement will not be construed as a waiver of a subsequent breach or of any other covenant, condition or provision.

9.3 Venue/Consent to Jurisdiction. Subject to the arbitration provisions provided in Section 9.5 below, Provider and Club hereby consent to the exclusive jurisdiction of the State and Federal Courts located in New York County, New York for any and all actions in law or equity arising from this Agreement. Provider and Club hereby waive any objections relating to improper venue or forum nonconveniens to the conduct of any proceeding in any such court.

9.4 Assignment. This Agreement, and any rights You may have under it, may not be assigned or transferred by You.

9.5 Arbitration. Any disputes that arise between the Parties with respect to the performance of this Agreement will be submitted to binding arbitration by the American Arbitration Association (“AAA”) to be determined and resolved by AAA under its Dispute Resolution Rules in effect at the time of submission.

9.5.A Arbitration will be held at a location selected by the Club in New York County, New York and arbitration will be the exclusive forum for resolving such dispute, controversy or claim. The arbitration will be heard by one (1) arbitrator who must be disinterested, and preferably knowledgeable about the subject matter of this Agreement. The arbitrator will be appointed jointly by the Parties within thirty (30) days following the date on which the arbitration is instituted. If the Parties are unable to agree upon an arbitrator within such thirty (30)-day period, the AAA will select such arbitrator using its standard procedures as provided in its applicable rules.

9.5.B The decision of the arbitrator will be final and binding upon the Parties hereto and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will not have the power to award any damages excluded by, or in excess of, any damage limitations expressed in this Agreement.

9.5.C If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings will reimburse and pay all associated costs, expenses and attorneys’ fees that are reasonably incurred by the other Party. In no event will a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

9.5.D All proceedings that take place under or in connection with this provision will be considered confidential information of both Parties and subject to appropriate confidentiality restrictions and/or protective orders.

9.5.E Either Party may apply to the arbitrator to seek injunctive relief until such time as the arbitration award is rendered or the controversy is otherwise resolved.

9.5.F The Parties will share in advancing charges of the AAA and the arbitrator. Notwithstanding, in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to an award of reasonable attorneys’ fees and costs.

9.6 Governing Law. This Agreement will be interpreted, construed and governed according to the substantive laws of the State of New York without regard to principles of conflicts of law.

9.7 Entire Agreement; Construction. This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof, and all prior representations of the parties, whether written or oral, are merged herein.

9.8 Survival. Any provision of this Agreement which imposes an obligation that extends beyond the termination of the Term will survive the termination of the Term.

9.9 Severability. If any term, provision or condition of this Agreement is held by a court of competent jurisdiction or arbitrator to be invalid, void or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make that provision consistent with applicable law and in its modified form, and that provision shall then be enforceable and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated as a result of such decision.

9.10 Headings. The headings contained in this Agreement are for convenience only and will in no manner be construed as a part of this Agreement.

9.11 No Construction Against Drafter. No Party hereto will be considered to be the drafter of this Agreement or any paragraph or term hereof and no presumption will apply to any Party as the “drafter.”

9.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile, PDF, and electronic signatures will be binding and enforceable as if a physical signature was affixed to this Agreement.

9.13 Legal Significance. You acknowledge that this Agreement is a legal document and creates certain rights and responsibilities. You also acknowledge that You have had a reasonable time to seek legal advice regarding the Agreement and have either chosen not to do so or have done so and are satisfied with the terms and conditions of the Agreement.

9.14 Amendment. No amendment of this Agreement shall be binding on a Party unless it is made in writing and signed by all the Parties. Notwithstanding the foregoing, Club may unilaterally amend this Agreement to the extent required by federal, state, or local law or regulation (“Applicable Law”) by sending You, upon thirty (30) days advance written notice of any such change and may amend the Annual Membership Fees in accordance with the terms of this Agreement. Any such changes are incorporated by reference into this Agreement without the need for signature by the Parties and are effective as of the date established by Club, except that You will initial any such change at Club’s request. Moreover, if Applicable Law requires this Agreement to contain provisions that are not expressly set forth in this Agreement, then, to the extent necessary as determined by the Club, such provisions shall be incorporated by reference into this Agreement and shall be deemed a part of this Agreement as though they had been expressly set forth in this Agreement.