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. 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. On a best efforts basis, Club will provide You with access to the following Practice Medical 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 24/7/365 Access. Club will provide you with access to the Practice’s Locations (170 E. 77th Street presently) (the “Location”) twenty-four (24) hours per day, seven (7) days per week, three hundred sixty five (365) days per year, in order to be seen by a Practice Physician (a “Physician”), have labs performed or receive diagnostic scans.
1.1.B Immediate Physician Consultations. You will have almost immediate access to a Physician for most encounters at no additional cost.
1.1.C Laboratory Tests. You will have almost immediate access for labs to be performed at the Practice, with routine labs at no additional cost.
1.1.D Remote Telemedicine Consultations. If You desire a remote consultation by telephone or video, Club will coordinate having a Physician remote consultation available on a twenty-four (24) hours per day, seven (7) days per week, three hundred sixty five (365) days per year basis, at no additional cost, as medically appropriate.
1.1.E Wellness Assessment. A Physician can perform one (1) wellness assessment per Member, including a preventative consultation, blood work, and basic radiology, at no additional cost. Results are shared with your primarycare physician.
1.1.F Expedited Access to a Network of Vetted Specialists. In the event that Your illness requires treatment by a medical or surgical specialist, the Club has an extensive network of specialists who will be made available to You, at the Location, at the specialist’s office, or at another appropriate location.
1.1.G Connections to VIP Services at Leading Hospitals. In the event that you require hospitalization, the Club can mobilize hospital VIP service teams on your behalf to enable access to private annexes, direct admission and other VIP services.
1.1.H Access to any Location. You will have access to Practice’s Locations as they now exist or are opened in the future.
1.1.I Access to Rapid Diagnostic Imaging. You will have rapid access to CT, MRI, Ultrasound, and X-ray imaging equipment to be performed by the Practice. When necessary for You to receive a diagnostic scan, every reasonable effort shall be made to perform the scan almost immediately. There will be an additional cost associated with rapid diagnostic imaging services.
1.1.J Access to Medical Interventions. You will have rapid access to medical intervention and treatment as needed, including IVs and medications.
1.1.K Access to Premium Services. Club members can gain access to Practice premium services at an additional cost, including home visits, executive wellness packages and other services.
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 Services as an out-of-network provider.

2. Payment.
2.1 Annual Membership Fees. As a condition precedent to becoming a member of the Club and having access to Club Services, You hereby agree to pay the Club the membership fees (i.e., for each Member) that are agreed on page 1 of this agreement by both parties (the “Annual Membership Fees”). The Annual Membership Fees will apply for the one (1) year period following the Effective Date and You must make a renewal fee payment equal to 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 Primary Member will pay the Annual Membership Fees for each Member annually. The Annual Membership Fees are subject to adjustment by the Club, which will be updated by Practice and payable by Member during Member’s next annual installment 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. The Club reserves the right to (i) terminate this Agreement for Member(s) or (ii) withhold access to Club facilities for failure to pay any installment of Annual Membership Fees in a timely manner. Should you fail to make timely payment of fees, the Club may charge late fees of 1.5% per month of the total amount owed until paid.
2.2 Practice’s Professional Medical Services Fees. Member will enter into a Medical Consent Form with the Practice. It is acknowledged and agreed that the Annual Membership Fees are separate and apart from any fees charged by the Practice. The Medical Consent Form details that Member will pay for all of the Practice’s professional medical services directly (“Practice Professional Fees”). The Medical Consent Form will govern Member’s payment of Practice Professional Fees. By way of clarification, and not limitation, all professional fees will be charged by the Practice through the Practice Professional Fees and all services of specialists will be pursuant to such specialists’ payment arrangements with You (it also being acknowledged and agreed that such specialists’ professional services are not included in the Annual Membership Fees).

3. 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 and automatically renew upon the same terms and conditions for successive one (1) year periods (each, a “Renewal Term”), unless terminated sooner pursuant to Section 4 below. For purposes hereof, the Initial Term and each Renewal Term will be collectively referred to as the “Term”.

4. 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. If terminated by the Club, You shall receive the pro rata 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.

5. Insurance Coverage of Fee. The 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 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 under this Agreement.

6. 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 the Club and the Practice have 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.

7. Dependent Members. If You are signing for and on behalf of one or more of Your “dependents” (as such term is defined by the U.S. Internal Revenue Service), You will be responsible under this Agreement as their parent or guardian. You, as the signing Member, agree to indemnify, defend, reimburse and hold harmless Club, Practice and the Physician for, from, and against any claims of made by, or on behalf of the dependent.

8. Communications. You acknowledge that communications with the Club, the Practice, or Physician using e-mail, facsimile, cell phone, and/or SMS texting are not guaranteed to be secure or confidential methods of communications. As such, You expressly waive the Club’s, the Practice’s, and 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 Club and the Practice to communicate with You by e-mail or cell phone 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 or cell phone number listed above. By agreeing, You acknowledge that:
8.1 Risks. E-mail is not completely a secure medium for sending or receiving PHI because these messages may be addressed to the wrong person or accessed improperly while in storage or during transmission, 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 the Club and the Practice will make reasonable efforts to keep e-mail communications and SMS texting confidential and secure, neither the Club nor the Practice can assure or guarantee the confidentiality of e-mail communications or SMS texting;
8.3 SMS Texting. SMS texting is not a secure medium for sending or receiving PHI because these messages are not encrypted and may be addressed to the wrong person or accessed improperly while in storage or during transmission, such as being intercepted on public Wi-Fi networks. If You communicate with Your Physician by SMS texting, You consent to Your Physician responding to You in this way, despite the risks stated above, unless You state otherwise;
8.4 Medical Record. In the discretion of the Practice and the Physician, e-mail communications may be made a part of Your permanent medical record; and
8.5 Emergencies. E-mail and SMS texting are 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 or SMS text within two (2) days, You agree to use another means of communication to contact the Practice. Neither the Club nor the Practice 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; (iii) failure of any electronic messaging software; (iv) failure to properly address e-mail messages; (v) failure of Club’s computers or computer network, or faulty telephone or cable data transmission; (vi) any interception of e-mail communications by a third party; or (vii) Your failure to comply with the guidelines regarding use of e-mail or SMS texting communications set forth in this paragraph.
8.6 External Records. I confirm that I give permission for the Practice to communicate with any of my medical providers in regards to my medical conditions, history and records.

9. Miscellaneous.
9.1 Limitation of Liability. The Club’s services are sold “as-is.” Except in the event of willful misconduct, gross negligence, or fraud, the Club shall not be liable to you, or any person claiming through you, under this engagement letter, under any legal theory, for any amount in excess of the total fees paid by the Club under this contract or any addendum to which the claim relates. In no event will the Club be liable to You under this contract under any legal theory for any consequential, indirect, lost profit, punitive, incidental or similar damages relating to or arising from services provided under this contract. The Club does not warrant that the functions contained in this engagement will be completely uninterrupted or completely error-free. In no event will the Club be liable to You or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond Club’s control.
9.2 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: If to Member, then to:
170 East 77th Street Member’s Mailing Address
New York, NY 10075

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.
9.3 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.
9.4 Venue/Consent to Jurisdiction. Subject to the arbitration provisions provided in Section 9.5 below, the Club and the Practice 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. The Club and the Practice hereby waive any objections relating to improper venue or forum non-conveniens to the conduct of any proceeding in any such court.
9.5 Assignment. This Agreement, and any rights You may have under it, may not be assigned or transferred by You.
9.6 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.
9.6.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.
9.6.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.
9.6.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.
9.6.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.
9.6.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.
9.6.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.
9.7 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.
9.8 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.
9.9 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.
9.10 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.
9.11 Headings. The headings in this Agreement are for convenience only and will not be construed as a part of the Agreement.
9.12 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.”
9.13 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. Fax, PDF, and electronic signatures will be binding and enforceable as if a physical signature was affixed to Agreement.
9.14 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.
9.15 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, the 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 the Club, except that You will initial any such change at the 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.