Membership agreement
Last Modified: April 5, 2021

This Membership Agreement (this “Agreement”) sets forth the terms of your membership (“Membership”) with Avenue Medical Wellness, P.C., a New York professional corporation (“Practice”). 

NOT HEALTH INSURANCE.  THIS AGREEMENT IS NOT HEALTH INSURANCE AND DOES NOT MEET ANY INDIVIDUAL HEALTH INSURANCE MANDATE THAT MAY BE REQUIRED BY FEDERAL LAW, INCLUDING THE FEDERAL PATIENT PROTECTION AND AFFORDABLE CARE ACT AND COVERS ONLY THE HEALTH CARE SERVICES DESIGNATED IN THIS AGREEMENT.
1. Membership and Membership Fees
Membership is on a year-to-year basis, and each year of your Membership is a “Membership Year”.  Your first Membership Year starts on the date that you sign-up for a Membership.  The membership services (the “Membership Services”) and the membership fee (the “Membership Fee”) associated with your Membership are set forth at www.thelanby.com.   

A “Founding Member” is a Member who (a) signs up for a Membership before Practice opens its doors, (b) is guaranteed an annual Membership Fee of $2,000.00 for each Membership Year until the Founding Member’s Membership is cancelled, (c) pays $1,000.00 towards the Membership Fee for the first Membership Year at the time of sign-up for Membership (the “First Membership Year First Membership Fee Installment Payment”) and (d) pays the remaining $1,000.00 towards the Membership Fee for the first Membership Year before booking the Founding Member’s first appointment (the “First Membership Year Second Membership Fee Installment Payment”).  All terms of this Agreement shall apply to all Members, inclusive of Founding Members, unless otherwise specified herein. 

The Membership Services and the Membership Fees may change from time to time (except that the Membership Fee will not change for a Founding Member), and you will receive at least ninety (90) days’ advance notice of such changes.  However, you are entitled to the full scope of Membership Services, and only required to pay the Membership Fee, as they existed as of the effective date of a specific Membership Year for the duration of such Membership Year.  For any subsequent Membership Year, you may accept the revised Membership Services and the revised Membership Fee or reject such and cancel your Membership in accordance with Section 5.  Except for a Founding Member’s Membership Fee for the Founding Member’s first Membership Year, your Membership Fee will be payable in quarterly installments (the “Membership Fee Payment Schedule”).  The initial payment must be made before your Membership commences.
2. No Emergency Care; Certain Services and Items Excluded
If you have an emergency, you must dial 911. Practice does not treat emergencies. Practice does not offer specialist medical services, medications or supplements.
3. No Insurance Accepted; Self-Payment Only
Membership is not health insurance.  Practice does not participate with or bill commercial health insurance plans or federal health care programs such as Medicare or Medicaid.  Practice providers may recommend you receive services not offered by Practice (e.g., specialty services, diagnostic tests), but in no event will Practice or its affiliates be responsible for any resulting medical bills.  You are solely responsible for payment of all fees for Practice’s services. If you do have health insurance, your insurance policy is a contract between you and your insurance company.  It is your responsibility to know your benefits, and how they will apply to your benefit payments.  Practice takes no responsibility to understand or be bound by the terms and conditions of such insurance.  There is no guarantee your insurance company will make any payment on the cost of the services you have purchased.
4. Membership Fee Billing
Your Membership Fee payments will be charged to your credit card on a recurring basis.  You hereby agree to allow Practice to securely store your credit / debit card information (the “Payment Method”).  You authorize the Payment Method to be used automatically for your payment responsibilities to Practice.  If a credit card account is being used for a transaction, Practice may obtain preapproval for an amount up to the amount of the payment.  If you want to designate a different payment method or if there is a change in your Payment Method information, you can change the information with Practice.  This may temporarily delay your ability to make online payments while Practice verifies the new payment information. You represent and warrant that:  (1) any credit / debit card information you supply is true, correct and complete; (2) charges you incur will be honored by your credit/debit card company; (3) you will pay the charges incurred in the amounts posted, including any applicable taxes; and (4) you are the person in whose name the credit / debit card was issued and are authorized to make a purchase or other transaction with the relevant credit / debit card and information.  You agree and authorize the Payment Method to be billed automatically in accordance with the Membership Fee Payment Schedule in an amount equal to the Membership Fee in effect for each Membership Year.

If Practice is unable to secure funds from your debit / credit card(s) for any reason, including, but not limited to, insufficient funds in the debit / credit card or insufficient or inaccurate information provided by you when submitting electronic payment, Practice may undertake further collection action, including application of fees to the extent permitted by law.

You have the right to revoke this authorization by contacting Practice at membership@thelanby.com at least one (1) week prior to the scheduled payment date.  You understand that your Membership may be cancelled or withheld if you revoke this authorization, and you are still responsible for all charges you incur or otherwise owe to Practice.  This authorization will remain in full force and effect until revoked by you or your Membership is cancelled.
5. Term and Cancellation
Term:  Practice may, in its sole discretion, not accept this Agreement and return your payment to you.  If Practice accepts this Agreement, it will so notify you, and the initial Membership Year of this Agreement will begin on the date Practice receives your first payment towards your initial Membership Year Membership Fee as set forth in this Agreement.  After the initial Membership Year, this Agreement will automatically renew for successive Membership Years, unless your Membership is cancelled as provided below.
Cancellation and Refunds:
  • A Member, other than a Founding Member, may cancel the Member’s Membership any time prior to the earlier of (i) the Member’s first appointment or (ii) the end of one (1) week following the date of sign-up, and receive a full refund.
  • After the Member’s first appointment, a Member may not cancel the Member’s Membership during the first six (6) months of the Member’s initial Membership Year.
  • After the first six (6) months of a Member’s initial Membership Year, the Member, other than a Founding Member during a Founding Year’s first Membership Year, may cancel at any time by providing notice at least one (1) week before the next Membership Fee payment is due.
  • A Founding Member may cancel the Member’s Membership for the first Membership Year within 48 hours of signing up for Membership and receive a full refund.  After the first 48 hours, the First Membership Year First Membership Fee Installment Payment is non-refundable.
  • After a Founding Member’s payment of the First Membership Year Second Membership Fee Installment Payment, the First Membership Year Second Membership Fee Installment Payment is non-refundable.
  • After a Founding Member’s first Membership Year, the cancellation policy in (c) above will apply.
  • Except as otherwise specifically set forth in (a) – (f) above, Membership Fees are non-refundable.
  • Vaccinations & travel medicine (vaccinations & medications billed to insurance)
  • Access to our exclusive specialist referral network
  • Records consolidation and management
  • Private events, classes & panels
Notice of cancellation must be provided to: membership@thelanby.com.

Practice may cancel your Membership without cause upon email notice to you following the same notice timelines required of you above in (a) – (f).  Practice may, in its sole discretion, also cancel your Membership immediately at any time with cause and without refund upon email notice to you.
6. Electronic Communications

By providing your email address, you agree to receive written communications via email or via mail at Practice’s discretion.

7. Privacy and Confidentiality
Practice and its providers will maintain a record of the medical services they provide you, and will maintain the confidentiality of your medical information in accordance with applicable state law and federal law.
8. Entire Agreement; Amendment
This Agreement sets forth the entire agreement between you and Practice with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements with regard to the subject matter hereof. This Agreement may be amended only in writing signed by both you and Practice except as otherwise specifically set forth herein. Notwithstanding the foregoing, Practice may unilaterally amend this Agreement if required by applicable law and will provide notice to you of same. Upon receipt of such notice, you may accept these changes or reject them by cancelling your Membership in accordance with Section 5.
9. Miscellaneous
Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Arbitration:  Arbitration does not limit or affect the legal claims that you may bring against Practice.  Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.  Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury.  Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein.  THIS SECTION WILL REQUIRE YOU TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST PRACTICE AND/OR ITS AFFILIATES ON AN INDIVIDUAL BASIS PURSUANT TO THE TERMS OF THE AGREEMENT.  EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW, THIS SECTION WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST PRACTICE AND/OR ITS AFFILIATES AND ALSO PRECLUDES YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION BROUGHT AGAINST PRACTICE AND/OR ITS AFFILIATES BY SOMEONE ELSE.  The mere existence of such class, collective, and/or representative lawsuits, however, does not mean that such lawsuits will ultimately succeed.  By agreeing to arbitration with Practice, you are agreeing in advance that you will not participate in and therefore will not seek to recover monetary or other relief under such class, collective, and/or representative lawsuit (except as may be prohibited by applicable law).  You will not be precluded from bringing claims against Practice in an individual arbitration proceeding.  If successful on such claims, you could be awarded money or other relief by an arbitrator.  THIS ARBITRATION SECTION REQUIRES ALL DISPUTES, UNLESS PROHIBITED BY APPLICABLE, TO BE RESOLVED ONLY BY AN ARBITRATOR THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND NOT BY WAY OF COURT OR JURY TRIAL, OR BY WAY OF CLASS, COLLECTIVE OR REPRESENTATIVE ACTION (EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW).  SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION SECTION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THIS ARBITRATION SECTION OR ANY PORTION OF THIS ARBITRATION SECTION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR, AND NOT BY A COURT OR JUDGE.

The Federal Arbitration Act shall govern the interpretation and enforcement of all binding arbitration proceedings under this Agreement.  To the extent that the Federal Arbitration Act is inapplicable, state law governing agreements to arbitrate shall apply. The arbitration findings will be final and binding except to the extent that state or federal law provides for the judicial review of arbitration proceedings.

In the event a dispute should arise and you wish to initiate these arbitration procedures, you must deliver a written request for arbitration to Practice within the time limits which would apply to the filing of a civil complaint in court.  Practice will deliver a written request to you for any claim it may wish to assert, also within the time limits which would apply to the filing of a civil complaint in court. If a request for arbitration is not submitted timely, the claim will be deemed to have been waived and forever released.

The dispute will be decided by a single, neutral, decision-maker, called the arbitrator, through an organization called Judicial Arbitration and Mediation Services (“JAMS”). The arbitrator will be mutually selected by Practice and you. If the parties cannot mutually agree on an arbitrator, then an arbitrator will be selected by the parties according to the method of selection specified by JAMS in its Streamlined Arbitration Rules & Procedures, which can be obtained at www.jamsadr.com.  The arbitrator shall be bound by the provisions and procedures set forth in JAMS’ Streamlined Arbitration Rules & Procedures.

The parties shall cooperate to the greatest extent practicable in the voluntary exchange of documents and information to expedite the arbitration. After selection of the arbitrator, the parties shall have the right to take depositions and to obtain discovery regarding the subject matter of the action and to use and exercise all of the same rights, remedies and procedures, and be subject to all of the same discovery duties, liabilities and objections as provided by the Federal Rules of Civil Procedure. The arbitrator shall have the authority to rule on motions (including the power to issue orders and determine appropriate remedies) regarding discovery and to issue any protective orders necessary to protect the privacy and/or rights of parties and/or witnesses.

The arbitrator shall have the same authority to award remedies and damages on the merits of the dispute as provided to a judge and/or jury under parallel circumstances. However, the arbitrator shall only be permitted to award those remedies in law or equity which are requested by the parties and which are supported by the credible, relevant evidence.  The arbitrator shall issue a written final and binding opinion and award.

The parties expressly agree to resolve any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative action basis.  The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis.  If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.

Following the issuance of the arbitrator’s decision, any party may petition a court to confirm, enforce, correct or vacate the arbitrator’s opinion and award as set forth in the Federal Arbitration Act.

Fees and costs shall be allocated in the following manner:  each party will be responsible for its own attorneys’ fees and expenses (except as otherwise provided by law) and the cost of a copy of the reporter’s transcript of the proceedings (if desired).  The costs of the arbitration will be allocated per the JAMS Policy on Consumer Arbitrations.

The location of the arbitration proceeding shall be in New York, New York, unless each party to the arbitration agrees in writing otherwise or applicable law requires otherwise.  The parties will arbitrate their dispute before the arbitrator, who shall confer with the parties regarding the conduct of the hearing and resolve any disputes the parties may have in that regard. Within thirty (30) days of the close of the arbitration hearing, or within a longer period of time as agreed to by the parties or as ordered by the arbitrator, any party will have the right to prepare, serve on the other party and file with the arbitrator a brief.  The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this arbitration Section. The arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law.  Except as may be permitted or required by law, as determined by the arbitrator, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.

Venue: The exclusive forum for all disputes arising under or relating to your Membership, which cannot be settled by binding arbitration as a result of applicable law shall be in the federal and state courts venued in New York, New York, unless such action cannot by law be brought in such forum, in which case the venue required by law shall govern.  

Waiver: The failure of either you or Practice 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.

Severability: The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or unenforceability of any other term(s) or provision(s).  

Successors: This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors and administrators.  

No Assignment: You may not assign your rights, duties and obligations under this Agreement without the prior written consent of Practice, whose consent may be withheld for any reason. Any attempt to assign said rights, duties and obligations without the prior written consent of Practice will be null and void and of no force or effect.  Practice may assign this Agreement.  

Counterparts:  This Agreement may be executed electronically in one or more counterparts, all of which together shall constitute only one agreement.

Force Majeure:  Practice shall not be liable to you for the failure or delay in the performance of any of the obligations under this Agreement when such failure or delay is due, directly or indirectly, to any act of God, acts of civil or military authority, acts of public enemy, terrorism, fire, flood, strike, riots, wars, embargoes, pandemics, governmental laws, orders or regulations, storms or other similar or different contingencies beyond the reasonable control of Practice. 

Captions: Captions in this Agreement are used for convenience only and shall not limit, broaden, or qualify the text.
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