This CONCIERGE MEMBERSHIP AGREEMENT (the “Agreement”) is made on the date specified above by and among the undersigned parties (“You” or the “Patient”), and KUDO CARE MEDICAL, PLLC, a Texas limited liability company (“Kudo Medical”), KUDO CARE DENTAL, PLLC, a Texas limited liability company (“Kudo Dental”), and KUDO CARE OPTOMETRY, PLLC a Texas limited liability company (“Kudo Optometry”). (Kudo Optometry with Kudo Medical and Kudo Dental will collectively be known as, the “Provider”).
RECITALS
WHEREAS, the Provider offers a membership program whereby patients have access to certain concierge healthcare services (the “Concierge Services”) in exchange for certain fees; and
WHEREAS, Patient wishes to join Provider’s membership program and have access to the Concierge Services; and
WHEREAS, as part of the Concierge Services, Kudo Medical, Kudo Optometry and/or Kudo Dental, as applicable, will provide the services listed on Exhibit A hereto (the “Services”).
NOW, THEREFORE, in exchange for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. SERVICES
A. In exchange for the fees set forth in Section 2 below, Provider agrees to provide the Services. You understand and agree that the Services are the only Services that will be provided under the terms of this Agreement. You understand and agree that the list of Services may be amended from time to time. However, the Provider will provide via postal mail or posting on our website (www.kudocarecenter.com) to the Patient with an updated list of the Services covered by this Agreement no later than thirty (30) days prior to the date any change in the Services will take effect.
B. Provider will provide the services to Patient and to those minor patients listed on Exhibit B hereto.
C. You acknowledge and agree that Provider does not provide inpatient care and will not admit, treat, or follow You at any hospital should You need the services of a hospital.
D. You acknowledge and agree that Provider will only provide care to the extent within the scope of the Services and within the scope of Provider’s specialty. You further acknowledge and agree that there may be instances where You require treatment that is outside the scope of the Services or Provider’s specialty. In such an event, Provider may refer you to a specialist or other healthcare professional not covered by this agreement.
E. To the extent You require any healthcare services not covered by this Agreement, Provider will refer You to another healthcare provider and/or assist You in finding a provider and will work with the provider of Your choosing to coordinate and ensure appropriate transfer of Your care, including providing him/her with copies of any relevant healthcare records.
2. FEES
A. Activation Fee. Patient will pay a one time non refundable activation fee (specified below) for each adult patient covered under this Agreement (the “Adult Activation Fee”), and a one-time fee equal to 50% of the Adult Activation Fee for each minor patient set forth on Exhibit B hereto (the “Minor Activation Fee"). The Minor Activation Fee together with the Adult Activation Fee shall be referred to collectively as the “Activation Fee”. The Activation Fee shall be due and payable upon execution of this Agreement and is nonrefundable.
B. Membership Fee. Patient will pay an annual membership fee specified below (the “Membership Fee”), per patient covered under this Agreement, including, for the avoidance of doubt, the minor patients set forth on Exhibit B hereto.
In the event that Patient elects to pay the Membership Fee in equal monthly installments, Patient shall complete and return the Credit Card Authorization Form attached hereto as Exhibit C. In the event that Patient elects to pay the Membership Fee in a one-time payment (a “Lump Sum Payment”), the Membership Fee shall be due and payable upon the execution of this Agreement. Portions of the Lump Sum Payment may be refundable as set forth in Section 4 below.
C. Fees for Services. In addition to the Activation Fee and Membership Fee, at each visit the Patient will be charged for the specific services performed at such visit in the amounts set forth on Exhibit D hereto that correlate to the applicable service (the “Visit Fees”). The Provider may amend the amounts of any Visit Fees from time to time. However, the Provider will provide You with any updated list of Visit Fees at the applicable appointment. Visit Fees are nonrefundable. In the event you visit Provider and it is determined that You require other healthcare treatment or services outside of the scope of the Services or Provider’s specialty, you will still be required to pay any applicable Visit Fees.
3. INSURANCE
A. You understand that Provider is NOT an insurer or health maintenance organization and is not regulated by the Texas Department of Insurance. You understand and acknowledge that this Agreement is not an insurance plan and is not a substitute for a health insurance plan or health insurance coverage. You further understand and acknowledge that this Agreement is not intended to replace any health insurance plan or coverage that You may carry, and this Agreement will not cover hospital services, or any services not personally provided by the Provider.
B. You understand and acknowledge that the Provider does not accept health insurance, for the Concierge Services, including but not limited to, commercial coverage and Medicare, and will not bill or submit any claim for any Services rendered under this Agreement, and You understand and acknowledge that the fees paid under this Agreement are not covered by any health insurance plan or coverage, including Medicare, You may carry. If your healthcare services are eligible for reimbursement by Medicare, Medicaid, TRICARE or any other federal or state payor, or during the term of this Agreement become eligible for reimbursement by Medicare, Medicaid, TRICARE or any other federal or state payor, then You will sign an additional agreement. You understand and acknowledge that the Provider has opted out of Medicare, and as a result, Medicare cannot be billed for any services performed for you by the Physician. You agree not to bill Medicare or attempt Medicare reimbursement for any such services.
4. TERM AND TERMINATION
A. Term. This Agreement will commence on the date first written above and continue for a period of one (1) year thereafter. Unless terminated as set forth in Section 4.B below, at the expiration of the initial one (1) year term (and each succeeding annual term), the Agreement will automatically renew for successive one year terms. Patient will be charged a Membership Fee at the beginning of each successive one year term, payable in monthly installments or as a Lump Sum Payment, as previously selected by Patient pursuant to Section 2.B.
B. Termination. Both Patient and Provider shall have the absolute and unconditional right to terminate the Agreement, without the showing of any cause for termination, upon giving thirty (30) days prior written notice to the other party. Any termination of this Agreement pursuant to this Section 4.B shall be effective as of the expiration of the thirty (30) days notice period (the “Termination Date”).
C. Effect of Termination. In the event this Agreement is terminated pursuant to Section 4.B, Patient will be billed a pro-rated amount for all Membership Fees due through the Termination Date. In the event Patient has paid the Membership Fee as a Lump Sum Payment, Provider will refund the Lump Sum Payment minus any and all amounts due through the Termination Date.
5. NOTICES
Any notice required to be provided to You under this Agreement will be delivered to the most recent address as listed in Your patient file. Any notice that You may be required to provide under this Agreement may be delivered to Kudo Care at 3425 Grande Bulevar, Irving, Texas 75062 or at such other address as may be provided to You by the Provider from time to time.
Note: confirm if email communications will be used. If so, need to include language regarding security of sending health information via email.
6. MISCELLANEOUS
A. Severability. If for any reason any provision of this Agreement shall be deemed, by a court of competent jurisdiction, to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected, and that provision shall be deemed modified to the minimum extent necessary to make that provision consistent with applicable law and in its modified form, and that provision shall then be enforceable.
B. Amendment. No amendment of this Agreement shall be binding on a party unless it is made in writing and signed by all the parties. Notwithstanding the foregoing, the Provider may unilaterally amend this Agreement to the extent required by federal, state, or local law or regulation (“Applicable Law”) by sending You thirty (30) days advance 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 Provider. Moreover, if Applicable Law requires this Agreement to contain provisions that are not expressly set forth in this Agreement, then, to the extent necessary, such provisions shall be incorporated by reference into this Agreement and shall be deemed a part of this Agreement as though they had been expressly set forth in this Agreement.
C. Assignment. This Agreement, and any rights Patient may have under it, may not be assigned or transferred by Patient.
D. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
E. Headings; Construction. 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. This Agreement was prepared jointly by the parties hereto and the rule of construction that ambiguities in an agreement are to be construed against the drafter shall not be invoked or applied in any dispute regarding the meaning, construction or interpretation of any provision of this Agreement.
F. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Texas, without regard to the conflict of laws, rules or principles thereof. Any suit involving any dispute or matter arising out of, under or relating to this Agreement shall be initiated in either: (a) the courts of the State of Texas, County of Dallas; or (b) if federal jurisdiction is established, in the United States District Court for the Northern District of Texas. Each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any such proceeding in any other court.
G. Insufficient Fund: In the event that the Provider incurred a bank fee as a result from the Patient’s insufficient funds or a bounced check, Patient will be responsible for all such fees, including, but not limited to those bank fees, interest, collection fees, and processing fees.
IN WITNESS THEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.
PATIENT
ADDITIONAL PATIENTS (IF APPLICABLE)
Exhibit A - SERVICES
Exhibit B - INDIVIDUALS TO BE COVERED UNDER AGREEMENT
Please type the Name(s) AND Date(s) of Birth of the individuals to be covered by this Agreement
below:
Adult #1
Adult #2
Adult #3
Adult #4
(1-12 years old)
Child #1
Child #2
Child #3
Child #4
(0-1 year)
Infant #1
Infant #2
Please sign below and indicate your relationship to any minor child(ren) above: Exhibit D - VISIT FEES
*NOTE: PREMIUM MEMBERSHIP FOR CHILDREN CAN ONLY PURCHASE WITH ADULT MEMBERSHIP
Payment
