True Membership Agreement
This Membership Agreement (“Agreement”) outlines the terms of the undersigned patient’s (hereinafter referred to as “You,” “Your,” or “Patient”) membership to receive the Complete Wellness (the "Program") offered by True Women’s Clinic of Grand Rapids, PC (the “Practice”). The Program is a women’s health-focused concierge medicine model that offers enhanced access to Your physician and care team, visit prioritization, personalized health planning, and educational programs focused on women’s health issues. Our goal is to improve the health of women through addressing critical care gaps and emphasizing health and wellness to combat illness and disease.
Our Program offers price transparency; You pay either a flat monthly Membership Fee (defined below) or an annual Membership Fee at a discounted price for the Enhanced Program Services (defined below). To the extent that you receive any services that are covered by insurance where the Practice is in-network, such services are not included in the Membership Fee, and we will bill your insurance directly. By entering into this Membership Agreement, You agree that the Membership Fee is designed to provide enhanced care and access beyond the services covered by your insurance carrier. You further acknowledge that the Membership Fee for this Program is a direct financial relationship between You and the Practice and is not eligible for reimbursement from your health insurance carrier or under a Health Savings Account (HSA).
In consideration of the mutual promises and undertakings set forth below, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Practice, through its licensed health care professionals (“Team”), agrees to provide Patient with the Services (as defined below) on the terms and conditions set forth below.
1. Patient Information.
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2. Services.
a. Enhanced Services.
In consideration for Your payment of the Membership Fee, the Program is designed to provide You with certain personalized care services and enhancements, which provide You with convenient access to the Practice’s Team of health care professionals and certain professional medical services.
The Enhanced Program Services include the following:
- Access to the Team via its text messaging platform seven (7) days a week
- Availability of a Team provider to speak with You by phone after the Practice’s business hours and on weekends and holidays, using an on-call phone system
- White glove service through coordination of test scheduling, collaborating with your in-person provider to assist, as needed, with obtaining specialist appointments.
- Access to true. Women’s Health online community and asynchronous educational content
- Free attendance at educational classes
- A personalized health plan, “Life Action Plan,” utilizing W*A*I*Pointes® in Ten Areas of Wellness
- Follow-up to keep track of your progress on your Life Action Plan across W*A*I*Pointes’ Ten Areas of Wellness.
Patient specifically acknowledges and agrees that the Enhanced Program Services do not include professional medical services, hospital services, laboratory services, emergency services, any surgery or related surgical services, radiology services, or third-party services.
b. Professional Medical Services
In addition to providing some of the Enhanced Program Services described above, which are not covered by any insurance, at your request, the Team will be available to provide You with professional medical services (i.e. appointments) that may be covered by your health insurance plan.
The Practice will bill you or, if in-network with your health insurance, will bill your health insurance plan for these other professional medical services rendered to you by the Practice or your Physician. If requested, the Practice can provide you with a superbill for you to seek out-of-network reimbursement from your insurance provider.
Your health insurance may or may not provide coverage for all of the health care services You are scheduled to receive from the Practice. You are responsible for the costs of the services that are not covered or reimbursed by Your health insurance and that are not covered under the Membership Fee. Upon request, the Practice will provide a good faith estimate of the cost of those services.
The Practice participates with Priority Health, ASR, Blue Care Network of Michigan, Blue Cross Blue Shield of Michigan, and United Healthcare, and for these plans, the Practice will submit claims to your insurance when covered. Otherwise, the Practice will not bill Your health insurance plan separately for any professional or related services rendered to You by the Practice unless otherwise specified.
In Your discretion, You may contact Your health insurance carrier to receive information on in-network providers who can perform the health care services that You need, which may be at a lower cost than the cost of care that You will receive from the Practice.
3. Membership Fee; Payment Terms.
In exchange for the Enhanced Program Services, You agree to pay the Membership Fee set forth below on either an annual basis or a monthly basis. Your credit card shall be kept on file and automatically charged upon renewal.
Annual Basis: On an annual basis, the Membership Fee is Two Thousand Nine Hundred Dollars ($2,900), saving $100 off the monthly basis price, due at the time of signing this Agreement. Unless the Agreement is terminated as set forth below, the Patient’s credit card shall be charged for the Membership Fee for each renewal year prior to the beginning of each renewal year and the Patient agrees to pay the full Membership Fee and update Practice with new credit card information, to the extent applicable. Before an annual renewal comes due, the Practice will provide You with a courtesy notice to notify You that Your Membership Fee will be charged for the upcoming year.
Monthly Basis: If You choose a monthly payment plan, then You acknowledge and agree that the Membership Fee will be Two Hundred Fifty Dollars ($250) per month. The Membership Fee will automatically renew on a month-to-month basis at the rate of $250 per month, unless You notify the Practice of Your intent to terminate Your membership.
The Practice reserves the right to change the Membership Fee at any time upon at least thirty (30) days’ notice to You; provided that the change in the Membership Fee will not take place until your next schedule Membership Fee payment (i.e., if you are on the monthly Membership Fee, any change in the Membership Fee will be reflected in your next monthly Membership Fee payment that is at least thirty (30) days after notice is provided to You. If You are on the annual Membership Fee model, You will not be charged the new Membership Fee amount until Your current membership year ends and Your new membership year begins.
You further agree not to submit a claim to any commercial or government health insurance plan (including Medicare) for any of the Enhanced Program Services.
4. Term; Termination; Effect of Termination.
The initial term of this Agreement shall begin as of the last date signed below and continue for one (1) year. This Agreement will automatically renew on an annual or monthly basis (depending upon the Membership Fee model selected) unless otherwise terminated.
Either You or the Practice may terminate this Agreement at any time for any reason, or for no reason, upon thirty (30) days’ advance written notice to the other subject to the financial terms below. If You terminate the Agreement, the Enhanced Program Services will no longer be available to You following the end of the notice period.
Practice may terminate this Agreement upon any of the following events:
(1) Patient fails to pay the Membership Fee;
(2) Patient performs any act of fraud with respect to the services or content of this Agreement;
(3) Patient repeatedly fails to adhere to a recommended treatment plan;
(4) Patient is abusive or presents an emotional or physical danger to the staff or other patients of the Practice;
(5) Practice discontinues the operation or the offering of the Program; and for
(6) Any other reason permitted under applicable law in the state the Patient is located.
Upon termination of the Agreement, the Practice will refund You, within thirty (30) days following the termination date, a prorated amount of the Membership Fee for any months within an applicable year that You did not receive the Enhanced Program Services. However, if You have received Your Life Action Plan at the time of termination, then the prorated refund will be reduced by One Thousand Five Hundred Dollars ($1500.00). If You are on the monthly payment plan and terminate Your contract after receiving Your Life Action Plan, then You will continue to be billed monthly until You have been charged an aggregate fee of One Thousand Five Hundred Dollars ($1500.00).
By signing this Agreement, You agree to pay the Practice the Membership Fee described in this Section 4. For clarification, the Membership Fee only pays the Practice for providing You with the Enhanced Program Services. The Membership Fee is not intended to, and does not, pay for any professional or related services that are provided by any other practice that are covered by Your health insurance plan and the Practice will not seek reimbursement from Medicare or any health insurance plan for the Enhanced Program Services.
5. Not Insurance.
You acknowledge and agree that the Membership Fee does not cover the cost of any health care services covered by Your insurance and that You are responsible for all services provided by the Practice that are not otherwise covered under the Enhanced Program Services.
Patient acknowledges and understands that the Enhanced Program Services are not health insurance, are not a substitute for health insurance or other health plan coverage and that Patient is entering into this Agreement voluntarily. Patient acknowledges that the Practice has advised Patient to obtain or keep in full force such health insurance policies or plans that will cover Patient for Patient’s general healthcare costs. Further, Patient acknowledges that: (i) the Enhanced Program Services provided pursuant to this Agreement are not covered by insurance, including Medicare, Medicaid or any other third-party payor; and (ii) neither the Practice nor the anyone on the Team participates in any health insurance or HMO plans or panels and has opted out of participation in Medicare; and (iii) the Practice will not seek reimbursement from Your health insurance for the provision of any of Program Services.
If Patient is eligible for Medicare, or during the term of this Agreement becomes eligible for Medicare, then Patient, by signing the Agreement, acknowledges the Patient’s understanding that the Practice and the physicians on the Team have opted out of Medicare participation, and as result, Medicare cannot be billed for any services performed for the Patient by a physician on the Team. Patient agrees not to bill Medicare, Medicaid, or any third-party payor for any of the Program Services provided under this Agreement. If Patient is a Medicare beneficiary, Patient agrees to sign Exhibit A, Medicare Addendum.
Further, the Practice makes no representation or warranty that any part of the Membership Fee will qualify to be reimbursed from any flexible spending account or health savings account.
6. Communications.
a. Email Communications
You authorize the Practice and the Team 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 the e-mail address entered above.
In so agreeing, You acknowledge that e-mail is not a secure medium for sending or receiving PHI. Although the Practice and the Team will make reasonable efforts to keep e-mail communications confidential and secure, neither the Practice, nor the Team, can assure the confidentiality of e-mail communications and, in the discretion of the Practice and/or Your Team physician, e-mail communications may be made a part of Your medical record.
b. Text and Phone Calls
You authorize the Practice and the Team to communicate with You through a HIPAA-compliant texting (SMS) platform regarding Your PHI or to call You, both at the mobile phone number provided above. You acknowledge that SMS text is not a secure medium for sending or receiving PHI. Although the Practice and the Team will make reasonable efforts to keep text communications confidential and secure, neither the Practice, nor the Team, can assure the confidentiality of text communications.
Further, by providing Your mobile phone number to us, You agree to receive both autodialed and manually dialed transactional text messages and/or autodialed phone calls or prerecorded voice calls from the Practice and its service providers. Such transactional messages may include but are not limited to scheduling messages and appointment reminders; care and treatment messages and instructions; patient educational content; payment, billing or collections messages; patient satisfaction surveys, or other marketing messages. Message frequency may vary. Reply STOP to the last text message You received from us to opt-out; HELP for help. Standard data and message rates may apply.
7. Appointment Cancellation Policy.
You agree to follow our appointment cancellation policy. Cancellations or appointment changes made by 1:00 P.M. the day prior to Your appointment via email (info@truewomenshealth.com), text (616-330-1700), or phone call (616-330-1700) will be processed without penalty by the Practice. To cancel a Monday appointment, please call the Practice by 1:00 P.M. on Friday. Any cancellations, appointment changes, or missed appointments that are not received in accordance with the timeframes above are subject to a Fifty Dollar ($50.00) fee.
8. Required Disclosures.
a. An uninsured patient that enters into this Agreement alone may still be subject to fines and tax penalties under the Affordable Care Act for failing to obtain insurance required under the Affordable Care Act, as this Agreement does not satisfy the health benefit requirements established under the Affordable Care Act.
b. Patients insured by health insurance plans that are in compliance with the Affordable Care Act already have coverage for certain preventive care benefits at no cost to the Patient.
c. Payments made by a Patient for Program Services rendered under this Agreement may not count toward the Patient’s health insurance deductibles and maximum out-of-pocket expenses.
d. Patients are encouraged to consult with their health insurance plan before entering into the Agreement and receiving care.
9. Limitation of Liability.
To the maximum extent permitted by applicable law, in no event will the Practice or any of its Team, affiliates, subsidiaries, officers, directors, members, employees, or agents be liable for consequential, incidental or special damages, or any other direct or indirect damages whatsoever regardless of the form of action, even if the Practice has been advised or should have been aware of the possibility of such damages. In no event will the Practice’s liability to You for any claim, whether in contract, tort or any other theory of liability, exceed the Membership Fees paid by you in the preceding twelve (12) months. The provisions of this Section shall survive the termination of this Agreement.
10. Miscellaneous.
In the event of any claims, disputes or controversies arising out of or in connection with this Agreement, including the breach, termination or validity hereof (each, a “Dispute”), You and the Practice agree to attempt to resolve such Disputes in an amicable manner. Any Dispute shall be governed by and construed in accordance with the substantive laws of the State of Michigan, without giving effect to its choice of law principles. Any Dispute shall be submitted to mandatory final and binding arbitration (“Arbitration”) before AAA (the “Arbitral”), in accordance with the rules of the Arbitral then in effect at the time of the filing of the demand for Arbitration (the “Rules”). The Rules are incorporated herein by this reference. Judgment on the Dispute shall be in writing with written findings of fact and shall be final and non-appealable. Notwithstanding the foregoing, either Party may seek an injunction or other equitable relief from a court of competent jurisdiction without having to submit to Arbitration. The Arbitration shall be composed of one (1) arbitrator mutually agreed by the Parties. The arbitrator shall be an attorney with professional experience in the pharmaceutical industry. A court of competent jurisdiction will make such elections to the extent that the Parties have failed to do so. The Arbitration shall be conducted in Kent County, Michigan. Judgment made by the Arbitral may be entered in any court of competent jurisdiction. All hearings, proceedings, and written and oral submissions made with respect to the Arbitration shall be in English. The costs of administering the Arbitration (including Arbitral fees) shall be borne equally by the Parties. Each Party shall also bear its own expenses with respect to its participation in the Arbitration. The existence of a Dispute and/or Arbitration hereunder shall not relieve either party from performance of its obligations under this Agreement that are not the subject of any such Dispute.
This Agreement reflects the entire Agreement between You and the Practice as it relates to the Program and Program Services.
This Agreement may not be assigned by You to any other individual.
The Agreement may only be amended by a written agreement signed by You and the Practice. Notwithstanding the foregoing, the Practice may amend this Agreement to the extent required by federal, state or local law, rule or regulation by sending Patient thirty (30) days’ advanced written notice of any such change. 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 Practice after the notice period, except that the Patient shall initial any such change at the Practice’s request.
Any communication required or permitted to be sent under this Agreement (other than communications referenced in Section 6 relating to Patient’s PHI) will be in writing and sent via facsimile, recognized overnight courier, or certified mail, return receipt requested, if to the Patient, at the Patient’s address set forth above, or to the Practice at: 2144 E Paris, SE, Suite 230, Grand Rapids, MI 49546. Patient is responsible for updating the Practice with any new address.
Patient acknowledges that Patient has received, read, and understands this Agreement and is entering into it voluntarily. Patient also acknowledges that Patient has had reasonable time to seek legal advice regarding the Agreement and has either chosen not to do so or has done so and is satisfied with the terms and conditions of this Agreement.
In witness whereof, the parties have executed this Membership Agreement, to be effective as of the last date signed below: