This Membership Agreement (this “Agreement”) is made between you (the “Member”) and Privia Health, LLC, a Delaware limited liability company (the “Company” or “Privia”) and specifies the terms and conditions of your membership in the Company’ health & wellness management program (the “Program”). By signing this Agreement below, either by your signature or by indicating acceptance of the Agreement in electronic form via the Internet, you agree to abide by the terms and conditions contained herein. Except as provided in Section 6 below, this Agreement will commence on the date of your signature or electronic on-line acceptance of this Agreement, or on the date your Privia Health affiliated physician or provider (“Participating Provider”) joins the Privia Participating Provider Network (“Network”), whichever is later (the “Effective Date”).
The Privia Health Program & Membership Packages. The Company offers an array of network enhancements which are listed on Schedule 1 to this Agreement (collectively, the “Network Enhancements”) and marketed under Privia’ various Membership Packages. The current Membership Packages include: Privia Free Trial Membership. Privia Silver Membership, Privia Gold Membership, and Privia Platinum Membership,. Subject to Section 1(c), below, the annual Membership Fee (“Membership Fee”) for the Program pays only for the “Network Enhancements.”
1. Membership Package Selection and Membership Fee
a. You designate your Membership Package selection, associated Membership Fee, and payment plan option at the time you enroll in the Program and provide us your payment information, either via written form, electronic form, or over the telephone. A receipt (the “Receipt”) will be sent to you, either via email or postal mail, which details your selections and fees. If at any time you wish to change your Membership Package or payment plan selection, you must contact one of our Membership Advisors via telephone or email and obtain a written confirmation of the change.
b. The specific nature, amounts and quantities of the Network Enhancements available to you, based on the Membership Package you select, will be initially listed on the Membership Plan selection screen and/or in the written enrollment materials mailed to you. After your enrollment, these amounts and quantities will be listed in the membership account section of your member website.
c. By executing this Agreement you agree to pay to the Company the annual Membership Fee specified on your Receipt. The Company will automatically debit the fee from your credit card or bank account according to the payment plan indicated on your Receipt, or, with prior approval, will mail you an invoice to be paid immediately upon receipt. Failure to pay, or to allow for payment of, the Membership Fee in a timely manner may result in suspension and/or termination of this Agreement. Should your credit card or bank account information change, you agree to notify the Company in a timely manner prior to the date of your next debit according to your payment plan. The Company reserves the right to change the Membership Fee at any renewal date of this Agreement, by giving you at least thirty (30) days’ advance written notice.
d. The Membership Fee is exclusively for the Network Enhancements provided or arranged for by the Company. The Membership Fee does not cover or pay for any covered Professional Services provided by Participating Providers or any other services covered by your health plan or Medicare. Participating Providers, including your Physician, will bill you and/or your health insurance provider or Medicare, if applicable, separately for any covered Professional Services they render to you. Some Participating Providers participate with Medicare and/or health insurance plans in their localities and accept payment from those plans as payment in full for Professional Services (subject to applicable deductibles, co-payments and coinsurance). There is no assurance, however, that the Participating Providers you select will participate with your health insurance plan or Medicare. In any event, by executing this Agreement, you acknowledge that the Network Enhancements are not items and services covered by your health insurer, health plan, or Medicare. You agree to bear the full financial responsibility for the Membership Fee, and 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 or any Network Enhancement. This does not, of course, prohibit you from submitting to your health insurer or health plan charges for any covered Professional Services furnished and separately invoiced by Participating Providers.
e. Notwithstanding the foregoing, you may 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, provided that such account allows for the reimbursement of such expenses. The Company makes no representation regarding whether any of the Network Enhancements are eligible medical expenses for such health spending account reimbursement purposes. You may wish to consult your plan administrator and tax professional.
f. If your Participating Provider offers the Privia Free Trial Membership (the “Free Trial”), you acknowledge that the Free Trial is a limited membership plan that only includes access to the member website and 1 secure message with your doctor. The Free Trial does not include nutrition and fitness consultations, or access to a health risk assessment. The Free Trial is offered for 30 days in order to give you a preview of the full membership benefits, and has a maximum retail value of $10.00 (ten dollars). You may choose to end your Privia Free Trial Membership and start your full membership at any time.
g. You also understand and agree that this Agreement is a service contract and not a contract of insurance or prepaid health benefit plan.
2. Family Memberships/Dependents
You may elect family or dependent memberships under this Agreement during your enrollment, provided that family members or dependents are at least sixteen (16) years of age. If you elect family or dependent memberships, then the term “you” in this Agreement refers to both you and your designated family members and/or dependents.
Unless earlier terminated as set forth in Section 5 below, the initial term of this Agreement shall be for one year (the “Initial Year”), commencing on the Effective Date, and this Agreement shall automatically renew for successive one-year periods (each, a “Renewal Year”), unless either party notifies the other party not less than thirty (30) days prior to the expiration of the Initial Year, or a Renewal Year, as applicable, of such party’ desire not to renew this Agreement. You hereby authorize the Company to continue debiting an authorized credit card or bank account for any Membership fees due hereunder for you and your covered family members.
4. Acceptance of Agreement
Upon the Company’ receipt of an executed Agreement together with the Membership Fee, the Company will have the option, in its sole and absolute discretion, to accept or reject this Agreement. If this Agreement is rejected by the Company, the Company will return your payment in full.
Either party may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to the other party. If you or the Company terminate this Agreement, your membership will be cancelled at the end of the current membership month. If you pay an annual membership fee, you will be refunded your Membership Fee up through the end of the current membership month. In the event of your death, this Agreement will immediately terminate upon notification and you will not be charged for your next membership month. Requests for termination must be received or post-marked on or before 8:00 pm EST of the last business day of the membership month.
Upon at least thirty (30) days prior written notice to you, the Company may revise this Agreement, the Network Enhancements provided under this Agreement, and/or the Membership Packages. Any such revision will be reflected in an amended Agreement that will be provided to you with such notice. If you reject such amendments, you may terminate your Membership in accordance with Section 5 of this Agreement.
7. Participating Providers
You acknowledge that your Participating Provider(s) may change from time to time or may not be available from time to time due to illness, continuing medical/clinical education obligations or customary vacation periods. Your Participating Provider(s) may designate a substitute provider in her or his absence or may assist you in identifying a covering provider during times of unavailability. If the covering provider is not a Participating Provider in the Privia Network, s/he may only provide traditional medical/wellness services (without Network Enhancements) to you during the period your Participating Provider is unavailable. If your Participating Physician or other Participating Provider terminates with the Network during the term of this Agreement, you will be given the option to select another Participating Provider, or you may terminate this Agreement in accordance with Section 5 above.
8. Practice of Medicine
You understand that, under this Agreement, neither the Company, nor any of its employees, owners, directors, officers, or health advisors, are engaged in the practice of medicine .Your Participating Providers, not the Company, will provide you with any diagnostic, therapeutic or clinical services. The Company does not and cannot provide diagnostic, therapeutic or clinical services. You acknowledge and understand that the Company’ employed and contracted Health Advisors, including any individuals who staff “nurse help lines”, only provide general health-related information from publicly available sources, and do not provide medical diagnostic, therapeutic or clinical services nor do they offer medical treatment/advice. All Professional Services, including any medical diagnostic, therapeutic and/or clinical services or treatment will be provided to you by Participating Providers, and not by any employee, owner, director, officer, or employed or contracted Health Advisor of the Company, and by executing this Agreement you release the Company and its employees, owners, directors, officers, and employed or contracted Health Advisors and agree for yourself and your assigns, including any subrogating insurer, not to make any claim that the Company or its employees, owners, directors, officers, or employed or contracted Health Advisors are engaged in the practice of medicine. Should any provision of this Agreement be construed by a governmental agency, health insurer, or court of law to require or permit the Company or it employees, owners, directors, officers, or employed or contracted Health Advisors to practice medicine or any licensed health care profession or to constitute the practice of medicine or the practice of any licensed health care profession, you agree that such provision shall be deemed void ab initio, and you waive any claim as a result thereof.
9. E-mail Communications
a. You authorize the Company, its Health Advisors, consultants, and Participating Providers 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 of 1996 (“HIPAA”) and its implementing regulations) using the e-mail address you furnish to the Company from time to time. In so agreeing, you acknowledge that:
i. E-mail is not a secure medium for sending or receiving PHI and, in particular, if you send or receive e-mail through your employer’ e-mail system, your employer may have the right to review it;
ii. Although the Company, its Health Advisors, consultants, and Participating Providers will make reasonable efforts to keep e-mail communications confidential and secure, they cannot assure or guaranty the confidentiality of e-mail communications. You acknowledge that, at minimum, emails will disclose a relationship between/among yourself, Privia, and your Participating Provider;
iii. In the discretion of your Participating Providers, e-mail communications may be made a part of your permanent Medical Record (as defined below); and
iv. E-mail is not an appropriate means of communication regarding emergency or other time-sensitive issues or for inquiries regarding sensitive information. If you have a medical emergency, you should call 911 or your local emergency medical service.
b. Accordingly, you also agree that:
i. You will not use e-mail to communicate regarding emergencies or other time-sensitive issues, or to communicate regarding sensitive information;
ii. If you do not receive a response to your e-mail message within two (2) days, you will use another means of communication to contact the Company, its Health Advisors, consultants, or Participating Providers;
iii. Neither the Company nor its employees, Health Advisors, consultants, or Participating Providers, shall 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 e-mail messages, failure of the Company’ or Participating Providers’ computers or computer network, or faulty telephone or cable data transmission; (b) any interception of e-mail communications by a third party; or (c) your failure to comply with the guidelines regarding use of e-mail communications set forth in this Section.
You hereby agree to be bound by the terms of the AUTHORIZATION FOR RELEASE OF HEALTH INFORMATION agreement attached hereto as Schedule 2, authorizing your health plan and your Privia Participating Providers (including your Privia health care providers and Privia Network nutritionists, fitness trainers, and other wellness providers) to disclose your personally identifiable health information, including any health and related information obtained by your Privia Participating Providers in the course of your care (“PHI”), to Privia, its employees, agents, contractors (including your Privia Participating Providers), consultants, Health Advisors, and nurse advisors for treatment, payment and healthcare operations purposes, for purposes of assembling and maintaining an electronic personal health record reflecting your medical history and treatment (the “Medical Record”), and for purposes of carrying out the terms of this Agreement. The form will further authorize Privia, its employees, agents, contractors, consultants, Heath Advisors, nurse advisors, and your Privia Participating Providers to use and disclose your PHI, including among each other and to your health plan, for treatment, payment and healthcare operations purposes, and for the other purposes described in this Agreement.
11. Independent Medical Judgment
Your Participating Providers and Wellness Vendors retain full and free discretion to exercise their professional medical judgment on your behalf and you agree that nothing in this Agreement shall be deemed or construed to influence or affect your Participating Providers’ independent clinical judgment.
Any communication required or permitted to be sent under this Agreement shall be in writing and sent via facsimile, via recognized overnight courier, via certified mail, return receipt requested, or via email (a) if to the Company, at Privia Health, LLC, 107 S. West St #409, Alexandria, VA 22314, Attention: CEO; or to email@example.com and (b) if to the Member, at the street, facsimile or email address on file with the Company. Any party may change its address by notifying the other party in writing in accordance with the provisions of this paragraph.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding the principles of conflicts of laws.
All controversies, claims, disputes and other matters in question between the parties arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Virginia in accordance with the Rules of the Alternative Dispute Resolution Service of the American Health Lawyers Association (“AHLA”), unless the parties mutually agree otherwise. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Demand for arbitration shall be filed in writing with the AHLA and notice shall be given to the other party. The demand shall be made within a reasonable time after the controversy, claim, dispute or other matter in question has arisen and shall be subject to the applicable statute of limitations. The arbitration award shall be final and binding upon the parties, and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction thereof. The arbitrators shall assess the attorneys fees and costs of arbitration.
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term of this Agreement.
If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
17. Counterpart as an Original
This Agreement may be executed in more than one counterpart, via original signature, facsimile or electronic acceptance via the Internet, and each executed counterpart shall be considered as the original.
18. Interpretation of Syntax
All references made and pronouns used herein shall be construed in the singular or plural, and in such gender, as the sense and circumstances require.
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors and administrators.
20. Further Actions
Each of the parties agrees that it shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.
The rights, duties and obligations under this Agreement may not be assigned by the Member without the prior written consent of the Company, whose consent may be withheld for any reason. Any attempt to assign said rights, duties and obligations without the prior written consent of the Company shall be null and void and of no force or effect.
22. Entire Agreement; Amendment
The parties certify that this Agreement, including its schedules and exhibits, contains the entire agreement of the parties and supersedes any currently existing agreement between the parties regarding the subject matter of this Agreement. This Agreement may not be changed orally, and may only be amended under the terms of paragraph 7 and 9.
The covenants contained herein that contemplate performance after termination or expiration of this Agreement shall survive any termination or expiration of this Agreement.
24. Force Majeure
Delays or failure of either party in the performance of its required obligations shall be excused if caused by circumstances beyond the reasonable control of the party affected, including, but not limited to, acts of God, strikes, labor holiday, fire, flood, windstorm, explosion, riot, war, terrorism, sabotage, action or request of governmental authority, accident, inability to obtain material, equipment or transportation, provided that prompt notice of such delay is given and the parties shall be diligent in attempting to remove such cause(s) and thereafter perform such obligations as soon as reasonably practicable under the circumstances.
Privia will provide or arrange with Participating Providers and/or Wellness Vendors2 to provide each Member with those of the following Network Enhancements that are associated with the Service Package selected by the Member, to the extent that such Enhancements are not covered by the Member’ health plan or Medicare:
1. Access to Privia Health Advisors. Privia will make available Health Advisors, typically registered nurses, who will be available to collaborate and communicate with the Member by phone or secure messaging to provide some or all of the following: help the Member coordinate care among Participating Providers and Wellness Vendors; schedule appointments with those Providers and Wellness Vendors; provide wellness coaching and reminders; follow-up with the Member on health goals and action plans; answer Member questions; identify clinical literature and resources which may be of assistance to the Member; and assist the Member to address medical billing and related financial concerns.
2. Access to Privia Wellness Vendors. Privia will make available Wellness Vendors, typically nutritionists, fitness advisors, health coaches, and other wellness professionals, who will be available to collaborate and communicate with the Member by secure messaging to provide some or all of the following: provide wellness coaching and reminders, follow-up with the Member on health goals and action plans; answer Member questions; and identify clinical literature and resources which may be of assistance to the Member.
3. Access to 24/7 Nurse Line. Privia will make available a call-in line offered 24 hours a day and 7 days week, staffed by nurse advisors who will be available to answer the Member’ general health and wellness questions, and refer or provide them access to reliable health information to help the Member make better informed health care decisions.
4. Access to Privia Technology System and Member Website. Privia will make available a web-based technology application that enables the Member to collaborate with his/her doctor and health team in identifying health goals and implementing action plans to achieve them. The Privia Technology System is a proprietary Patient Relationship Management application that combines a private, secure messaging system with features such as goal setting, development of custom recommendations and action plans, task management and calendars, progress tracking, trusted 3rd party health information, patient reminders and alerts, a personal health record, storage of key health documents, and delivery of personalized healthcare content based on the Member’ health conditions, interests, and needs.
5. Privia Preventative Nutrition & Fitness Assessments. To the extent not covered by the Member’ health plan or Medicare, and depending on the Service package chosen, Privia will arrange for an online, telephone, or in-person preventative Privia Nutrition Assessment and Privia Fitness Assessment that can be completed at the Member’ option, and will make available Wellness Vendors to review the assessment and provide the Member a set of recommended actions (subject to the review of the Member’ doctor.
6. Personal Health Record. With Members’ authorization, Privia will collect and input each Member’ relevant medical record information into a secure, online personal health record (“PHR”). Privia will provide the Member with access to Privia’ website and to the Privia Technology System which will afford the Member on-line access to the Member’ PHR.
7. Health Information and Research. Privia will make available to each Member personalized health information on topics pertinent to the Member’ health, including bulletins, health articles, website postings and newsletters. In addition, Privia will perform or arrange for the performance of custom research for Members on health topics of interest.
8. Negotiated Deals & Discounts. Privia may make available to the Member special negotiated discounts on health and wellness products and services, that may include discounts on gym memberships, wellness travel, prescription drug discounts, etc.
9. Travel Medical Assistance. Upon a Member’ request, Privia will provide the Member with information regarding health care resources, needed vaccinations, health-related warnings, and related issues in the destinations to which the Member is planning a trip. Privia will assist the Member when traveling, with such tasks as replacing a forgotten prescription or locating local providers if a health issue should arise.
AUTHORIZATION FOR RELEASE OF HEALTH INFORMATION
I hereby authorize my health plan and my Privia doctors, other Privia health care providers and Privia wellness providers (together, my “Participating Providers”), to disclose my personally identifiable health information, including any health and related information obtained by them in the course of my care (“PHI”), to Privia Health, LLC (“Privia”), its employees, agents, contractors (including my Participating Providers), consultants, health advisors, and nurse advisors for treatment, payment and healthcare operations purposes, for the purpose of assembling and maintaining an electronic personal health record reflecting my medical history and treatment (the “Medical Record”), and for the purposes of carrying out the terms of my Privia Membership Agreement. I hereby further authorize Privia, its employees, agents, contractors, consultants, Health Advisors, nurse advisors, and my Participating Providers to use and disclose my PHI, including among each other and to my health plan, for treatment, payment and healthcare operations purposes and for the other purposes described in the Membership Agreement.
1. I understand that I have the right to revoke this authorization at any time by notifying Privia Health, LLC in writing at 107 S. West St #409, Alexandria, Virginia 22314. I understand that the revocation is only effective after it is received and logged in by Privia, and that any use or disclosure of the above health information which is made prior to the revocation of this authorization will not be affected by the revocation.
2. I understand that after my health information is disclosed, federal law may not protect it and that the recipient might redisclose it. I also understand that I am entitled to receive a copy of this authorization.
3. I understand that this authorization will expire at such time as my Membership Agreement terminates, except to the extent that my Participating Providers, Privia and its employees, agents, contractors, consultants, Health Advisors, and/or nurse advisors must utilize my PHI for treatment, payment or healthcare operations purposes which relate to services rendered prior to the termination of my Privia Membership Agreement.
1 Membership Fees paid by a Member are solely for the particular Network Enhancements listed on this Schedule that are associated with the Service Package and Options selected by the Member. Network Enhancements are furnished, or arranged to be furnished, by Privia. All Professional Services are provided separately by Participating Providers. Membership Fees do not pay for any items or services covered by a Member’ health plan or Medicare, including any covered Professional Services. If any Network Enhancement is construed to be covered in part by a Member’ health plan or Medicare, the Membership Fee pays only for that portion of the Network Enhancement that is not so covered. Any covered Professional Services provided to a Member by a Participating Provider may be billed by the Participating Provider to the Member’ health plan, Medicare, or other responsible party, as applicable. Members will be financially responsible for any applicable co-payments, deductibles or coinsurance related to charges for such covered Professional Services.
2 Wellness Vendors may include, but are not limited to, nutritionists, fitness instructors, alternative care providers, cosmetic providers, spas and yoga instructors.