CONCIERGE MEMBERSHIP AGREEMENT

This Concierge Membership Agreement (the "Agreement") is entered into the ______________ day of __________________, 2025(the "Effective Date") by and between  RemoteCare Providers, LLC d/b/a Priority Care Boston ("Practice")

and ("Patient" or "Member")

1. The Role of the Practice. The Practice works closely with your chosen physician, Paul Heinzelmann, MD , or other appropriately licensed healthcare practitioner (your "Practitioner"), and the staff supporting your Practitioner to provide you with, or arrange to make available, the Program Services (as defined below), which are designed to enhance your healthcare experience. To be clear, the Program Services are not professional services and do not include items or services that are covered by your insurance plans. Your Practitioner is not excluded from and may participate in the Medicaid, Medicare, or any other insurance programs.

2. Patient Information. Patient represents and warrants that his/her information set forth below is accurate and complete and agrees to promptly notify the Practice of any changes.

By providing Patient's contact information above, Patient authorizes the Practice and Physician to communicate with Patient by email, text, and phone regarding Patient's PHI (as defined below), as further set forth in Section 9 below.

3. Services. In consideration of the Membership Fee (as described below), the Practice agrees to provide Patient with the following service amenities (the "Program Services"): (a) same day or next day appointments; (b) extended appointment times; (c) 24/7 after hours direct communication with Physician via Physician's cell phone through voice calls, text messaging, and email access and during Practice hours when Physician is not providing services to other patients; (d) expedited coordination of specialist referrals (e) ability of Physician to provide visits at patient homes that are located within ten (10) miles of the Practice, when appropriate and at Physician's discretion; and (f) If you are a patient at Massachusetts General Hospital, Physician will make efforts to drop in to visit you, subject to Physician's schedule, provided, however, that Patient acknowledges that Physician will not become the attending physician of record.

Patient understand and acknowledges that the Program Services do not include professional services, including, but not limited to, the professional services provided in the office, at home,

or virtually, hospital services, emergency services, surgery and/or related surgical services, radiology services, third-party services and/or laboratory services.

4. Founders Membership Fees and Payments.

(a) Founders Membership Fee (the "Membership Fee" The Membership Fee for the Program Services are as follows and payable in full on the Effective Date:

Payment options

     Check: Priority Care Boston, 3 Hawthorne Place, Suite 106, Boston, MA 02114

     Credit Card: VISA / MASTER CARD / DISCOVER / AMEX Authorization form will be  sent to patient by email.  No Credit Card Data will be saved or available anywhere on our computers or in our office.

     ACH bank account withdrawal: arranged up request

Other discounts to membership may be offered to prospective members at the discretion of the Practice.

5. Lifetime Membership 

(a) Lifetime Membership General. A Lifetime Membership provides the Member with continued access to care from a physician practicing at the Practice for the duration of the Member's life. This Membership guarantees access to the Program Services, as amended, as set forth in this Agreement or the Terms of Usage (as defined below), as they may be amended from time to time, as long as Practice remains in operation and the Member adheres to the terms of this Agreement and the Terms of Usage, if applicable.

(b Lifetime Membership Limitations:

Lifetime Membership does not entitle the Member to care from any specific physician, nor does it guarantee availability of the same physician throughout the Member's lifetime. Lifetime Membership is not transferable and not refundable under any circumstances. Priority Care Boston reserves the right to update or modify the Program Services included in the Lifetime Membership, provided that access to a physician remains available. Professional medical services will always require that the patient holds health insurance that is accepted by the practice, unless alternate arrangements have been made.

6. Membership Fee/Not Covered by Health Insurance. By signing this Agreement and becoming a member, you agree to the terms of this Agreement, and you agree to pay the Practice the annual membership fee set forth above (the "Membership Fee" The Membership Fee pays the Practice for providing you the Program Services. It does not cover or pay for any professional services provided by your Practitioner or the Practice. Because all professional services are performed by your Practitioner and the Practice, the Practice will separately bill you or your health insurance plan for the professional services. The Practice currently participates with several health insurance plans, and where applicable, accepts payment from those plans as payment in full for professional services, subject to applicable deductibles, copayments and coinsurance. Please note that you will be responsible for any non-covered professional services. You agree not to submit to your health insurer or health plan any bill, invoice or claim for reimbursement or payment with respect to the Membership Fee. You also agree that this Agreement is a service contract and not a contract of insurance. You acknowledge that you may, however, in your discretion, submit the Membership Fee for reimbursement to any flexible spending account, health reimbursement account or medical savings account of your employer in which you participate, but that the Practice makes no representation that any part of the Membership Fee will qualify to be reimbursed from any such account. All payments are due in advance of the period to be covered by the payment. Payments are to be made to the Practice by credit card and certain processing fees may apply. The Practice reserves the right to change the Membership Fee, following at least thirty (30) days' advance written notice.

7. Designated Physician. Program Services will be personally provided by the Practitioner in accordance with the Agreement. Patient understands and acknowledges that Practitioner may

not be available from time to time and may designate, on a temporary basis during his unavailability, an equally qualified covering physician or other licensed medical professional who will be allowed access to Patient's medical history and course of care to attend to Patient's medical care needs. Additionally, Patient acknowledges that the Practice will provide Program Services to patients and schedule appointments on a first-come, first- serve basis unless, in the Practitioner's sole discretion, a patient presents with a medical condition that dictates otherwise.

8. Term and Termination. Term and Termination. The initial term of this Agreement will begin on the "Effective Date," which is the date on which the Program Services begin pursuant to this Agreement, as confirmed by the Practice following its receipt of a copy of the Agreement executed by you and your Membership Fee; provided that upon the Practice's receipt of the executed Agreement and the Membership Fee, the Practice retains the option, in its sole discretion, not to confirm the effectiveness of this Agreement (e.g., due to limitations on the number of Members) and to return your Membership Fee payment to you.

Unless this Agreement is otherwise terminated as provided herein, or a multi-year agreement (the "Multi-Year Agreement") or lifetime agreement (the "Lifetime Agreement") is entered into between Member and Practice, the initial term of this Agreement will be for one (1) year, commencing on the Effective Date (the "Initial Year"), and the Agreement will automatically renew for successive one (1) year periods (each, a "Renewal Year"), unless either party notifies the other party in writing, not less than thirty (30) days' prior to the expiration of the Initial Year or a Renewal Year (as applicable) of that party's desire not to renew this Agreement. Unless this Agreement is otherwise terminated as provided herein, if a Multi-Year Agreement is entered into between Member and Practice, the initial term shall be the time period originally elected by Member for the Multi-Year Agreement commencing on the Effective Date (the "Initial Time Period"), and the Agreement will automatically renew for successive periods equal to the Initial Time Period of the Multi-Year Agreement (the "Multi-Year Renewal"), unless either party notifies the other party in writing, not less than sixty (60) days' prior to the expiration of the Multi-Year Renewal of that party's desire not to renew the Multi-Year Agreement. Notwithstanding anything to the contrary herein, if a Lifetime Agreement is terminated, Practice shall not be required to return or refund any portion of the Membership Fee to Patient upon such termination.

Unless the Agreement is sooner terminated, the Practice will bill you for any Renewal Year or Multi-Year Renewal before the beginning of that year. You agree to pay the Membership Fee for each Renewal Year or Multi-Year Renewal (or pay the initial installment for that year, as applicable, which installment payment is not applicable for Multi-Year Agreements) within thirty (30) days following invoicing. Failure to pay the invoiced amount in a timely manner may result in termination of this Agreement. Either party may also terminate this Agreement at any time for any reason upon thirty (30) days' prior written notice to the other party (or sixty (60) days if you have a Multi-Year Agreement If

you terminate this Agreement, you will be refunded the pro-rated portion of any paid portion of your annual Membership Fee, minus an administrative fee of two hundred dollars ($200) ("Administrative Fee" Except as provided below, if the Practice terminates this Agreement, you will be refunded the pro-rated portion of any paid portion of your Membership Fee, and no Administrative Fee will be due. Any prorated refund will be based on the number of days remaining in your membership term (or payment period, as applicable In the event of your death, this Agreement will immediately terminate. However, in the event that your Practitioner becomes unavailable for an extended period of time, the Practice may seek to identify a replacement provider as your Practitioner (at least temporarily) and not terminate this Agreement, in which case you will be entitled to terminate the Agreement and obtain a pro-rated refund as provided above, or continue the Agreement if the Practice finds a replacement physician or practice team. The Practice will not be in breach of this Agreement for any failure or any delay in fulfilling its obligations hereunder caused, in whole or in part, directly or indirectly, by fires, natural disasters, strikes, government orders or directives, terrorist activities, health care emergencies or pandemics, or any other circumstance beyond the reasonable control of the Practice.

9. Email Communications and Text Messaging. You authorize the Practice and its staff to communicate with you by email and text messaging regarding your "protected health information" ("PHI") (as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended,) ("HIPAA") and other matters using the email address you provide in the Membership Agreement. In so agreeing, you acknowledge that:

a. Email and text messaging are not a secure media for sending or receiving PHI and, accordingly, your emails or text messages may be read or otherwise accessed by a third party in transit. In particular, if you send or receive email through your employer's email system, your employer may have the right to review it; b. Although the Practice will undertake reasonable efforts to keep email communications and text messages confidential and secure, the Practice cannot assure or guaranty the confidentiality of email or text messaging communications; C. In the discretion of the Practice, email or text message communications may be made a part of your permanent medical record; and d. Email and text messaging are not an appropriate means of communication regarding emergency or other time-sensitive issues or for inquiries regarding sensitive information. e. Accordingly, you also agree that: i. You will not use email or text messaging to communicate regarding emergencies or other time-sensitive issues, or to communicate regarding other sensitive information, but rather will communicate such information through telephone calls or in person or properly encrypted emails; ii. If you do not receive a response to your email or text message within two (2) days, you will use another means of communication to contact the Practice or your Practitioner; iii Except where otherwise required by law, the Practice and your Practitioner shall not be liable to you for any loss, cost, injury or expense caused by, or resulting from: (a) a delay in

responding to you as a result of technical failures, including, but not limited to, technical failures attributable to any internet service provider, power outages, failure of any electronic messaging software, failure to properly address email messages, failure of the Practice's computers or computer network or faulty telephone or cable data transmission; (b) any interception of email communications by a third party; or (c) your failure to comply with the guidelines regarding use of e- mail or text messaging communications set forth in this Section; and iv. The Practice may but is not obligated to keep copies of email or text messages that you send to your Practitioner, or your Practitioner sends to you, and your Practitioner may include such messages in your medical record. f. By signing this Agreement, and providing a telephone number to the Practice, you expressly agree that a representative of the Practice can contact you at the number you provide, potentially using automated technology (including texts/SMS messaging) or an artificial or a pre-recorded message.

Patient understands and accepts that Artificial Intelligence software may be used during in-person or virtual care modalities to construct medical notes for the medical record system, and that by signing this agreement, they consent to the use of this technology.

10. Independent Medical Judgment. Notwithstanding anything to the contrary contained in this Agreement, Practitioner retains full and free discretion to, and he shall exercise his best professional medical judgment on behalf of Patient with respect to professional services rendered to Patient. Nothing in this Agreement shall be deemed or construed to influence, limit or affect a Practitioner's independent professional judgment with respect to provision of professional services to Patient by Physician or Practice.

11. Limitation of Liability. While we strive to provide the best service possible, there are some limits to what we can be held accountable for. To the fullest extent allowed by applicable law, in no event will the Practice, its parent(s), partners subsidiaries, affiliates, trustees, members, officers, directors, agents, or employees be liable for consequential, incidental or special damages. This includes any direct or indirect losses, even if we were informed or should have known about the possibility of such issues. This limitation remains in effect even after the termination of our Agreement.

12. Terms of Usage. Practice may designate, from time to time, certain Terms of Usage for Patients as a supplement to this Agreement by providing written notice to patients of such terms. In the event Practice designates any Terms of Usage, such Terms of Usage shall control over any conflicting terms in this Agreement (the "Terms of Usage"

13. Change of Law. If there is a change in any state or federal law, regulation, payor or other rule or interpretation thereof which affects this Agreement or the activities of either party under this Agreement, and either party reasonably believes in good faith that the change will have a substantial adverse effect on that party's rights or obligations under this Agreement, then that party may, upon written notice, require the other party to enter into good faith negotiations to renegotiate the terms of this Agreement. If the parties are unable to reach an agreement

concerning the modification of this Agreement within thirty (30) days after the date of the notice seeking renegotiation, then either party may terminate this Agreement by written notice to the other party; in such a case Patient will be entitled to a refund of a prorated portion of the Membership Fee paid by the Patient for the year in which termination becomes effective.

14. Severability. If any provision of the Agreement is declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of the Agreement will remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

15. Notice. Any communication required or permitted to be sent under this Agreement (other than communications referenced in Section 9 relating to Patient's PHI) will be in writing and sent via facsimile, recognized overnight courier or certified mail, return receipt requested, to the addresses set forth below:

If to Practice: Paul Heinzelmann, MD / Priority Care Boston, Three Hawthorne Place Suite 106, Boston, MA 02114; Facsimile: 888-777-4199 Any change in address will be communicated to the parties in accordance with the provisions of this Section 15.

16. Amendment. The Agreement contains the entire agreement of the parties and supersedes all prior agreements and understandings between the parties regarding the subject matter hereof. The Agreement may only be amended by a written agreement signed by the Parties. Notwithstanding the foregoing, the Practice may amend this Agreement as set forth herein or 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.

17. Assignment. This Agreement may not be assigned by either party without the written consent of the other party, provide, however, that the Practice may assign this Agreement without the consent of Patient pursuant to a sale of the company or substantially all of its assets, merger, consolidation, or other change of control event of Practice.

18. Legal Significance. Patient acknowledges that this Agreement is a legal document and creates certain rights and responsibilities. Patient also acknowledges having had a 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.

19. Governing Law; Arbitration. This Agreement shall be governed and interpreted in accordance with, and the rights of the parties shall be determined by, the laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles. The parties intentionally and voluntarily waive any right to a trial by jury in any matter arising out of this

Agreement. Any dispute between Patient and Physician and/or Practice or their respective affiliates and agents arising under or relating to this Agreement shall be resolved exclusively by arbitration in Boston, Massachusetts, before a neutral arbitrator, under the auspices of the American Health Lawyers' Association ("AHLA"), in accordance with the Rules of Procedure for for Commercial Arbitration in effect at the time of arbitration. Any award rendered pursuant to such arbitration shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over parties. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration.

20. Waiver. The failure of a party to insist upon strict adherence to or performance of any term of the Agreement on any occasion will not be considered a waiver of the right to require adherence on any other occasion or regarding any other matter.

21. Miscellaneous. This Agreement shall be construed without regard to any presumptions or rules requiring construction against the party causing the instrument to be drafted. Captions in this Agreement are used for convenience only and shall not limit, broaden, or qualify the text.

22. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior oral and/or written understandings and agreements regarding the subject matter of this Agreement subject to any Terms of Usage designated by Practice as set forth in Section 12.

23.Counterparts/Facsimile Signature; Electronic Delivery. This Agreement may be executed in several counterparts by the parties hereto, and by facsimile signature, each of which will be deemed to be an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one of such counterparts. Each party agrees that electronic signatures obtained through a standard clickthrough process, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and shall have the same force and effect as manual signatures.

IN WITNESS WHEREOF, the parties have executed this Concierge Membership Agreement, to be effective as the Effective Date.

By:

___________________________________

Paul Heinzelmann, MD, Authorized Signatory

 

Effective Date:  5/1/2025