WHEREAS:

•       Heart 2 Heal is a membership-based nonprofit organization which sees a need for a re-envisioned healthcare system;

•       Heart 2 Heal is founded on the principle of an individual’s right to decide what is the best path to optimal health, through an uncoerced, voluntary and personal relationship with other members;

•       Heart 2 Heal is committed to treating our Members with Biblically-centered care, respect, gentleness, and love (Mark 12:31) regardless of age, race, religion, political views, disability or vaccination status;

•       Heart 2 Heal desires to serve its Members in every aspect of wellness (preventative, mental, physical, emotional, and spiritual) by listening, educating, advising and ultimately honoring treatment decisions;

•       Heart 2 Heal and You will mutually strive to promote, provide and protect the freedom to choose, render and receive the types of therapies and treatments that You deem best for diagnosing, treating, and preventing illness and disease and for achieving and maintaining optimum wellness;

•       Heart 2 Heal is committed to treating our Members from a Christ-centered worldview, honoring the sanctity of life and the creation of male and female, in the image of God;

•       the Parties agree that the cornerstone of this Agreement is physician and patient privacy and the enhancement and protection of the privileges of physician-patient confidentiality to the maximum extent possible; In order to maintain the highest level of integrity to the above statements:

•       You understand that Heart 2 Heal does not participate in any government-funded or private health insurance programs, HMO panels, or any other third-party payor health plans. Therefore, Heart 2 Heal may not bill or seek reimbursement from third-party payors for any of the Services included under this Agreement.

•       You understand that Heart 2 Heal and staff have opted out of Medicare. Therefore, the law prohibits anyone from billing or seeking reimbursement from Medicare for any of the Services included in this Agreement. You agree not to submit bills or attempts to obtain reimbursement from Medicare for any such services.

•       You understand that this your enrollment does not replace any existing health insurance or health plan coverage that You may carry. You acknowledge that Heart 2 Heal has advised You to obtain or keep in full force, health care coverage that will cover care and treatment not included in this Agreement, including but not limited to, specialty care, outside testing, surgeries, and hospitalization.

On behalf of You and Your family included on the enrollment information form, You agree to the above with your signature and date as a binding document.

NOW, THEREFORE in consideration of the promises and mutual covenants contained within the Membership Enrollment Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the following statements are mutually covenanted and agreed by and between the Parties as follows:

1.     Services. The term “Services” means a collection of services, both medical and non-medical, which We agree to provide to You under the terms and conditions of this Agreement and which are described in Appendix A (attached and incorporated by reference herein as if set forth in full).

2.     Patient. The term “Patient” “Member” “You” or “Yours” means the person or persons for whom the Heart 2 Heal team may provide care, and who have signed this Agreement and whose names appear on the Patient Enrollment form, including all dependants.

3.     Term. This Agreement will last for one year, starting on the date which this Agreement is fully executed by the Parties. The Parties agree that no practitioner/patient relationship shall be formed or exist until the Parties fully execute this Agreement and pay the applicable fee.

4.     Renewal. The Agreement will automatically renew each year on the anniversary date of the Agreement unless either Party cancels the Agreement by giving the other party written cancellation notice within 30 days.

5.     Termination. Either Party may terminate this Agreement at any time by giving the other Party written notice of termination.

6.     Payment. In exchange for access to the Services described in Appendix A among other published benefits, You agree to pay the yearly fee (“Membership Fee”). Heart 2 Heal may increase or decrease the fee from time to time at Heart 2 Heal’s sole discretion.

a.      The Membership Fee is due and payable upon execution of this Agreement.

b.     The Parties agree that the required method of payment shall be by automatic payment through a debit or credit card or electronic bank draft unless otherwise agreed to in writing by the Parties.

7.     Fee and Service Offerings Adjustments. Heart 2 Heal may increase or adjust yearly fees or Service offerings at any time during the term of the Agreement. However, the rate you agreed to at the time of enrollment in the latest, current, unexpired and non-terminated term is locked in for the remainder of that term. At the time your Agreement expires or you wish to apply to re-enroll and renew, any fee in place at that time will apply.

8.     Medicare. If You are or become eligible to Medicare during the term of this Agreement, You agree that you shall notify Heart 2 Heal and sign the Medicare opt-out, private contract provided as required by law. Further, You agree to sign and renew the Medicare Opt-Out and Waiver Agreement as required by law or this Agreement. You further agree to indemnify and hold harmless Heart 2 Heal for any loss or damages incurred by Heart 2 Heal (which for purposes of this paragraph include any of its agents, employees, successors and/or assigns) by reason of the fact that You failed to comply with the provisions of this Agreement or paragraph. Your duty to indemnify shall include but not be limited to reasonable expenses, costs, fees, attorneys’ fees, judgments, fines and amounts paid in settlement if Heart 2 Heal is or was a party to or is threatened to make a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative.

9.     This Agreement is Not Health Insurance. This Agreement does not provide health insurance coverage. It provides only the health and wellness care services specifically described in Appendix A. Any services or treatments not identified in Appendix A are specifically excluded.

10.  Communications. Heart 2 Heal endeavors to provide Members with the convenience of a wide variety of electronic communication options. And although we are careful to comply with patient confidentiality requirements and endeavor to protect Your privacy, communications by email, facsimile, video chat, cell phone, text, and other electronic means can never be absolutely guaranteed to be secure or confidential methods of communication, nor does Heart 2 Heal warrant, represent or guarantee such methods to be so secure or confidential. You further understand that participation in the above means of communication is not a condition of this Agreement or Your Membership in Heart 2 Heal’s care program and that You have the option to decline any particular means of communication, provided that the alternative means of communication complies with any applicable standard of care as determined by Heart 2 Heal.

11.  Email and Text Usage. By providing Heart 2 Heal with an email address on the online enrollment application, You authorize Heart 2 Heal and its staff to communicate with You by email regarding Your “protected health information” (“PHI”), as well as for marketing purposes. By providing a cell phone number on the online enrollment application, You consent to text message communications containing PHI through the number provided. You further acknowledge that:

a.      Email and texting are not necessarily secure methods of sending or receiving PHI, and there is always a possibility that a third party may gain access.

b.     Although Heart 2 Heal and its staff make all reasonable efforts to keep email and text communications confidential and secure, absolute confidentiality of these communications cannot be guaranteed.

c.      You further understand that email and text messaging are not appropriate means in an emergency or for dealing with time-sensitive issues. So, in an emergency or in a situation which could reasonably be expected to develop into an emergency, You understand and agree to call 911 or go to the nearest emergency treatment facility and follow the directions of emergency personnel.

12.  Technical Failure. Neither Heart 2 Heal or its staff will be liable for any loss, injury, or expense arising from a delay in responding to You when that delay is caused by technical failure. Examples of technical failure include but are not limited to: failures caused by an internet or cell phone service provider; power outages; failure of electronic messaging software or email provider; failure of Heart 2 Heal or staff computers or computer networks, or faulty telephone or cable data transmission; any interception of email communications by any third party which is unauthorized by Heart 2 Heal; or Your failure to comply with the guidelines for the use of email or text messaging as described in this Agreement.

13.  Heart 2 Heal Absence; Working Hours. From time to time, due to vacations, illness, or personal emergency, Heart 2 Heal may be temporarily unavailable to provide the Services. To assist Members in scheduling non-urgent visit, Heart 2 Heal will post any planned absences as soon as reasonably possible after the dates are confirmed. In the event of unplanned absence, Members with urgent concerns should contact a covering provider, call 911 or go to the nearest emergency treatment facility. Heart 2 Heal is not responsible for, or the costs of, any diagnosis, care, treatment or procedures, etc., You (1) receive from any other source, person, entity or party; (2) receive from any source, person, entity or party during a Heart 2 Heal absence; (3) or otherwise receive that is not within the Services and provided by Heart 2 Heal according to the terms of this Agreement.

14.  Non-Disparagement. Neither Party shall make any inaccurate, incomplete, untrue, or misleading disparaging statement whether oral, written or electronic about the other Party of Heart 2 Heal’s staff.

15.  Dispute Resolution. We are committed to resolving all Member concerns and strive to deliver only the best personalized care and support to each Member. Occasionally misunderstandings arise. We welcome sincere and open dialogue with our Members, especially if we fail to meet expectations. In the event that you are dissatisfied with, or have concerns about, any staff member, service, treatment, or experience arising from Your Membership, You and Heart 2 Heal agree not to creating, posting or causing to be posted on the internet or social media, any untrue, unconfirmed, inaccurate, incomplete, misleading, disparaging comments about the other. Rather, the Parties agree to engage in the following process:

a.      You shall first discuss any complaints, concerns, or issues with Heart 2 Heal;

b.     Heart 2 Heal shall respond to each of Your complaints, concerns and issues;

c.      If, after such response, You remain dissatisfied, the Parties shall enter into discussion and attempt to reach a mutually acceptable solution.

d.     If informal resolution discussions fail, the Parties may elect to Arbitrate or attempt to mediate the dispute prior to Arbitration.

16.  Arbitration. In the event of any difference of opinion or dispute between Heart 2 Heal and You concerning or related to this Agreement or with respect to the construction or interpretation of this Agreement or the alleged breach thereof which cannot be settled amicably by agreement of the parties pursuant to paragraph 17, such dispute shall be submitted to and determined by arbitration by a single arbitrator if the amount in controversy in less than $75,000 or by a panel of three arbitrators if the amount in controversy is $75,000 or more in the County of Ada in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon the award shall be final, binding, and conclusive upon the parties and may be entered in the highest court, state or federal, having jurisdiction.

17.  Severability. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event any provision, phrase or paragraph is not enforceable in accordance with its terms, the Parties agree that such provision, phrase or paragraph shall be reformed to make such paragraph enforceable in a manner which provides Heart 2 Heal the maximum rights permitted at law.

18.  Reimbursement for Services Rendered. If this Agreement is held to be invalid for any reason, and Heart 2 Heal is required to refund fees, You agree to pay Heart 2 Heal an amount equal to the fair market value of the medical services You received during the time period for which the refunded fees were paid.

19.  Amendment. Except as provided herein, no amendment of this Agreement shall be binding on any Party unless it is in writing and signed by each of the Parties.

20.  Assignment. Neither this Agreement nor any rights provided under it may be assigned or transferred by You to any other person, entity or party. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person, entity or party.

21.  No Presumption Against Drafter. None of the Parties shall be considered to be the drafter of this Agreement or any provision hereof for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter hereof.

22.  Entire Agreement. Notwithstanding an informed consent required by statute, this Agreement contains the entire Agreement between the Parties and replaces any earlier understandings and agreements, whether they are written or oral.

23.  No Waiver. To allow for the flexibility of certain terms of the Agreement, each party agrees that they may choose to delay or not to enforce the other party’s requirement or duty under this Agreement (for example, notice periods, payment terms, etc.). Doing so will not constitute a waiver of that duty or responsibility. The party will have the right to enforce such terms again at any time.

24.  Governing Law. This Agreement shall be governed and construed under the laws of the state of Idaho, but for Idaho’s choice of law provisions which shall not apply. All disputes arising out of, or related to, this Agreement or the Services provided thereunder, shall be settled or resolved by Arbitration (to the exclusion of any court which would otherwise have jurisdiction) pursuant to paragraphs 17 and 18.

25.  Notice. Any notice required hereunder may be achieved by the Parties through first-class US Mail or electronically (by sending notice to the most recent email address provided by the Party to be noticed). Notice by first-class US Mail shall be deemed received five business days after it is sent. Electronic notice shall be deemed received on the same day if sent during normal business hours or on the next business day if sent after the close of business.

26.  Counterparts and Electronic Signature. The Parties agree that this Agreement may be executed and delivered in any number of counterparts (including in pdf format), and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. This Agreement may be executed by either handwritten signature or electronically. Either methods shall constitute a legal signature and indicates that the Party understands and agrees to the terms of this Agreement.

27.  Expenses. Each Party agrees to bear their own costs and expenses, including attorneys’ fees and expert witness fees associated with or incurred in connection with any proceedings to interpret or enforce its rights under this Agreement or in resisting an unsuccessful interpretation or enforcement attempt by the other party. This paragraph does not create a right to utilize a court or vitiate the exclusive remedy of Arbitration or alter, diminish or expand the terms of paragraphs 17 and 18.

28.  Headings. Any headings or captions used in this Agreement are for convenience of the Parties, administrative and ease of references purposes only and shall not be deemed a part of the Agreement or construed so as to alter the terms hereof.