Private Pay Agreement/Patient Service Agreement

Patient Services Agreement

This Patient Services Agreement (the “Agreement”) is entered into between United Concierge Medicine of Colorado, PLLC dba United Concierge Medicine (together with its subsidiaries, affiliates, and entities under common ownership/control) (collectively “Service Provider”) and you, the undersigned patient (“Patient”), for membership in UCM Digital Health and access to the services defined herein. Service Provider and Patient shall hereinafter be referred to as individually as a “Party” and collectively as the “Parties” to this Agreement.

The purpose of this Agreement is to help you make an informed decision about whether or not you want to receive the telemedicine/phone consultation service, knowing that you will have to pay for it yourself.

Note: Nothing in this Agreement affects the confidentiality of your health information or other information we collect about you on our online site, which remains subject to, respectively, our Medical Information Notice of Privacy Service Providers (available at: www.ucmdigitalhealth.com/about/resources/hipaa-notice-of-privacy-practices/), Website Terms of Use (available at: www.ucmdigitalhealth.com/terms-of-use/), and Website Privacy Policy (available at: www.ucmdigitalhealth.com/privacy-policy/).

UCM SERVICES

1. Membership Services. Service Provider is a professional entity that provides medical and telehealth services through a proprietary online platform (the “Platform”) owned and operated by UCM Digital Health, Inc. (“UCM”), which enables enrolled users (“Members”) to access and consult with a licensed health care professional anytime, anywhere.  As a Member, Patient and his or her covered family members, as described in Section 2.1, will have unlimited access to certain member services available through the Platform, including, but not limited to, an EHR Patient Portal (“Member Services”).

1. Professional Services. Upon enrolling as a Member, Patient and his or her covered family members will have 24/7 access to the Platform and other applications to request professional medical services via telemedicine (“Professional Services”), from licensed physicians, physician assistants, nurse practitioners, therapists, counselors, or other licensed health care professionals employed or contracted by Service Provider (“Professionals”). Professional Services and Member Services are referred to herein, collectively, as the “UCM Services.” 
2. For the avoidance of doubt, notwithstanding anything herein to the contrary, any medical or telehealth service requested by a Member that a Professional determines is not appropriate or suitable for delivery via telemedicine will not be considered a Member Service or Professional Service and thus will not be subject to this Agreement. Patient specifically acknowledges and understands that Service Provider and its Professionals are engaged for limited purposes and are not his or her primary care or specialized practitioner. 
3. Service Provider and its Professionals may prescribe medications or other treatments, procedures, services or products to Patient in connection with the delivery of Professional Services; however, to the extent that such prescriptions or other treatments, procedures, services or products are discussed by the Professionals, neither Service Provider (to the extent applicable), nor the Professionals shall be deemed to be making claims, express or implied, as to their efficacy for any medical condition. Patient agrees that it is his or her responsibility to contact his or her primary care physician or specialist regarding the appropriateness of any prescriptions, treatments, procedures, services or products delivered or recommended, or any other issues that may be identified or arise, during receipt of UCM Services pursuant to this Agreement.
4. Patient acknowledges and understands that the scope and delivery of the Member Services and Professional Services set forth in this Section may be amended or modified at any time at the sole discretion of UCM or Service Provider, as applicable. You will receive written notice of any such modifications, which will be effective upon your receipt of the notice. 

BILLING AND PAYMENT

1. Membership Fee. Patient agrees to pay a membership fee (USD) per calendar year (“Membership Fee”).  The current Membership Fee is available online (www.ucmdigitalhealth.com) or by emailing (info@ucmdigitalhealth.com) and may be updated from time-to-time, at the election of Service Provider, and any such modifications will be effective upon being posted online.  Any termination by Patient prior to the end of the year will not be refunded. The Membership Fee shall cover all costs and expenses of maintaining the Platform and facilitating Patient’s access to and receipt of (i) Member Services, as defined in Section 1.1 herein as well as (ii) Professional Services, as defined and structured in Section 1.2 herein.  
   • If Patient elects to enroll his or her immediate family members as Members, Patient shall be responsible for and agrees to pay an additional Membership Fee (USD) per calendar year. 

• Patient understands and agrees that the initial Membership Fee shall be charged at the time of enrollment by completing the payment forms available online (www.ucmdigitalhealth.com) The Membership Fee will be a yearly recurring, automatically renewing fee.

1. Professional Fee. Patient is responsible for the fees incurred in connection with Professional Services received under this Agreement by Patient and each covered family member (“Professional Fees”). The Professional Fees shall be calculated based on timed increments required of the Professional plus a proportionate amount of Service Provider’s total overhead costs to facilitate the Professional Service. The current Professional Fees are available for reference online (www.ucmdigitalhealth.com)  or by emailing (info@ucmdigitalhealth.com) and may be updated from time-to-time, at the election of Service Provider, and any such modifications will be effective upon being posted online.  
   • Any Professional Fees incurred by Patient or each covered family member will first be paid out of the Membership Fees paid through the date the Professional Service are rendered. The aggregate sum of the Professional Fees paid by Patient may be applied to cover the Professional Fees received by Patient or each covered family member.  
   • If, at the end of a service year, the aggregate Professional Fees incurred by Patient and each covered family member exceed the aggregate Membership Fees paid, Service Provider may invoice Patient and Patient agrees to make payment for the balance of the Professional Fees as billed. Payment in full is due within thirty (30) days upon the invoice date unless prior arrangements have been made with the written acknowledgment of Service Provider. 
   • For the avoidance of doubt, any Membership Fee amounts that remain unused at the conclusion of a service year will not be refunded to Patient or carried over to the following service year.  A “service year” is the period between the first day of the month in which the initial Membership Fee is paid and the last day of the month that is twelve (12) months, or shorter if this Agreement is terminated earlier, after such date. 
2. The fees described in this Section are subject to Service Provider’s financial hardship policies (available at: 844-484-7362) and may be discounted or waived if Patient is determined to be eligible for such discounts or waivers under such policies. For the avoidance of doubt, Patient acknowledges and agrees that neither UCM nor Service Provider is under any obligation to discount or waive any fees owed by Patient. 
3. The fee amounts referred to in this Section may change annually or at any time at the sole discretion of Service Provider (with respect to Membership Fees), for any reason. Changes that result in any rate increases will be posted online at least thirty (30) days prior to the effective date thereof, unless a rate increase is caused by a change in law or regulation, or a change in the cost of providing services, in which case, the online notice will state that the change takes effect immediately.
4. Patient understands that the fees in this Section do not include the costs of any prescription medications or other treatments, procedures, services or products that are prescribed or recommended by Service Provider or any Professional but provided by other entities or individuals. Patient understands that he or she may receive one or more separate bills for such prescription medications and other treatments, procedures, services or products and is solely responsible for payment of such costs, and further understands that the other entities and individuals will have their own billing and collection policies and practices.

INSURANCE DISCLAIMER

1. 1. Patient represents and warrants that the UCM Services to be provided pursuant to this Agreement are not covered under any public or private health benefits programs (e.g., Medicare, Medicaid, TRICARE, Veterans Affairs) that cover Patient (or any of Patient’s covered family members who are Members) or benefit plans in which Patient (or any of Patient’s covered family members who are Members) is enrolled. Neither UCM nor Service Provider represents that any services delivered hereunder, including, without limitation, Professional Services, are covered or otherwise reimbursable under any such programs or plans. Patient understands and agrees that he or she is solely responsible for the payment of any and all fees charged hereunder, regardless of the existence of coverage for such items or services under any government program or commercial health plan, and directs Service Provider and Professionals not to submit a claim to a government program or commercial health plan for reimbursement.

PATIENT RESPONSIBILITIES

1. 1. Patient understands and agrees that it is the Patient’s responsibility to gain access to a telephone, computer, email, the internet or video conferencing service to access the Platform and facilitate the provision of UCM Services under this Agreement.
   2. Patient understands and agrees that it is the Patient’s responsibility to provide Service Provider and its Professionals with accurate and complete medical records, history and descriptions of the Patient or covered family member’s condition and physical well-being. Patient understands that, as with any service, to the extent that information provided is not accurate and complete, the services provided by Service Providers and its Professionals may be materially affected and Patient assumes any risk, and takes full responsibility and waives any claims against UCM, Service Provider and Professionals for personal injury, death or damages, of any nature or kind, as a result of such inaccurate or incomplete information and agrees, to the extent permitted by applicable law, to indemnify and hold harmless UCM, Service Provider and Professionals from and against any and all claims of any nature, including all costs, expenses and reasonable attorneys’ fees, which in any manner arise out of or relate to inaccurate or incomplete information provided by Patient or its authorized representative.
   3. Patient understands that he or she is responsible for requesting and bearing the costs of copying any medical records necessary for Service Provider and its Professionals to provide UCM Services under this Agreement as set forth in the Terms of Use (available at: www.ucmdigitalhealth.com/terms-of-use/).

TERM AND TERMINATION

1. 1. This Agreement shall automatically renew on the first day of the month, one year after enrollment Patient may immediately terminate this Agreement without cause upon written notice, sent by mail or email, to the following:

By mail: 

UCM Digital Health, Inc.

2093 Philadelphia Pike #6220

Claymont, DE 19703

By email: info@ucmdigitalhealth.com 

1. Termination of this Agreement shall not relieve Patient of any responsibility for any obligation hereunder, including without limitation payment of any fees, incurred but not discharged prior to termination. 

MISCELLANEOUS

1. 1. Patient Consent. If Patient lacks legal capacity (e.g., by reason of being a minor under the laws of Patient’s jurisdiction) to agree to the terms of this Agreement, a representative authorized to make decisions on Patient’s behalf shall sign this Agreement and any other forms or consents required by UCM or Service Provider to deliver the UCM Services. For purposes of this Agreement, the term “Patient” includes any such authorized representative(s) of Patient.
   2. Notice of Privacy Service Providers. Patient acknowledges that he or she has received and reviewed a copy of Service Provider’s Notice of Medical Information Privacy Service Providers made available online (www.ucmdigitalhealth.com/about/resources/hipaa-notice-of-privacy-practices/), which provides information about how Service Provider and its Professionals may use and disclose Patient’s protected health information. 
   3. Assignment. Patient and his or her covered family members who are Members may not assign this Agreement, in whole or in part, to any other person or entity, and any attempted assignments shall be null and void ab initio. Service Provider may assign this Agreement, in whole or in part, in its discretion, upon written notice to Patient. The Parties acknowledge and agree that Service Provider may delegate responsibility for performance of services under this Agreement to one or more contracted Professionals, but such delegation will not be considered an assignment.  
   4. Third Party Software. Service Provider does not make any warranties regarding any software used or licensed in connection with the Platform (“Third Party Software”). Warranties with respect to licensed Third Party Software are subject to such limits and conditions as are contained in the license agreements for the Third Party Software. Patient’s signing this Agreement and accessing the Platform represents his or her acknowledgement of, and agreement to, the terms of such license agreements for the Third Party Software. Patient agrees that the Third Party Software is a documentation tool only, and will not, and is not intended to, provide diagnoses, practice guidelines, advice or protocols for delivering medical care. Under no circumstances shall Service Provider have any responsibility or liability for any errors or issues with Third Party Software, or for decisions made or actions taken or not taken in reliance on information made available through Third Party Software. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PLATFORM OR THIRD PARTY SOFTWARE.
   5. Carrier Lines. Patient acknowledges that in connection with the access and use of UCM Services that such services will be provided over various facilities and communications lines, and information may be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, “Carrier Lines”) owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond Service Provider’s control. Service Provider assumes no responsibility or liability for the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the Carrier Lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the Carrier Lines. Use of the Carrier Lines is solely at Patient’s risk and is subject to all applicable local, state, federal, and international laws.
   6. No Third-Party Beneficiary. Except for rights conferred on Patient’s covered family members who are Members, no provision of this Agreement shall be construed to confer any third-party beneficiary rights on any entity or person not a Party to this Agreement.
   7. Force Majeure. Service Provider shall not be deemed in violation of any provision of this Agreement if it is prevented from performing any of its obligations by reason of: (a) severe weather and storms; (b) earthquakes or other natural occurrences; (c) strikes or other labor unrest; (d) power failures; (e) nuclear or other civil or military emergencies; (f) changes to applicable law due to acts of legislative, judicial, executive, or administrative authorities; or (g) any other circumstances that are not within its reasonable control. This Section shall not apply to obligations imposed under laws and regulations in effect as of the date this Agreement is executed.
   8. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining portions or provisions of this Agreement shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid, illegal or unenforceable unless to do so would contravene the present valid and legal intent of the Parties.
   9. Survival. All provisions of this Agreement that by their nature or express terms survive the expiration or termination of this Agreement, shall survive such expiration or termination.
   10. Governing Law; Venue. This Agreement shall be enforced and construed in accordance with the laws of the State of New York, with venue lying in any federal or state court of competent jurisdiction in the State of New York. In any action, declaratory or otherwise, arising out of this Agreement, the prevailing Party shall be awarded reasonable attorney’s fees and related costs to be paid by the other Party.
   11. Entire Agreement. This Agreement, including any exhibits or schedules annexed hereto, constitutes the entire understanding and agreement between the Parties with regard to the matters addressed herein. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement supersedes, in the entirety, any and all previous agreements, whether oral or written, between the Parties concerning the subject matter hereof.
   12. Counterparts. This Agreement may be signed in any number of counterparts, no one of which need be signed by more than one Party, and all such counterparts, together, when duly executed, will be considered an original of one and the same document.

YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ITS TERMS AND ALSO SERVES AS AN ACKNOWLEDGEMENT THAT YOU HAVE RECEIVED THE HIPAA NOTICE OF PRIVACY PRACTICES DESCRIBED ABOVE.

Revised/Reviewed: February 2023