KINDRED DIRECT PRIMARY CARE PLLC
GENERAL TERMS AND CONDITIONS FOR SERVICES
Incorporated by reference into the Membership Agreement and Conditions for Treatment
1. APPLICABILITY.
(a) These terms and conditions for services (these "Terms" or “Terms and Conditions”), together with the Consents (as defined below) shall govern the relationship between KINDRED DIRECT PRIMARY CARE PLLC and its parent, subsidiaries, and other affiliates, and each of their respective present and former employees, officers, managers, directors, owners, and agents, heirs, successors, assigns, as applicable, individually and in their official capacities (collectively referred to as the "Practice") and you as the Patient ("Patient"). Practice provides direct primary care medical Services (as defined below) to Patients who are members of the Practice and to which the Services are provided by Practice to the Patient (the “Membership”).
(b) All medical services, testing, diagnostics, consents, membership agreements, including, without limitation, HIPAA releases (collectively, referred to as the "Consents") and these Terms (the Consents and these Terms are collectively referred to as this "Agreement") comprise the entire agreement between the Practice and Patient, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Consents, these Terms shall govern and shall control the relationship between the Practice and the Patient.
(c) These Terms prevail over any of Patient's general terms and conditions, if any, regardless of whether or when Patient has submitted its request for Services (as defined below) from any member of the Practice. Provision of Services to Patient does not constitute acceptance of any of Patient's terms and conditions and does not serve to modify or amend these Terms.
2. SERVICES. Practice shall provide the medical services to Patient as described in Appendix A and Appendix B to the Membership Agreement and Conditions for Treatment (the "Services") in accordance with, and subject to, these Terms and the terms of the Membership Agreement and Conditions for Treatment, and any Notice of Privacy Practices or policies herein by reference. Services not expressly listed or described in Appendix A and/or Appendix B fall outside the scope of this Agreement and are the sole financial responsibility of the Patient. The Practice shall have no obligation to provide or arrange for any such excluded services. Any additional or elective services requested by the Patient will be subject to separate fees and, where applicable, separate written consent. Practice may, in its discretion, update Services and pricing upon thirty (30) days’ written notice. Patient acknowledges that certain Services may be provided by third parties (collectively, “Third Party Services”). The term “Services” incorporates Third Party Services. The Terms and Conditions governing the Practice’s Services are a living document maintained on the Practice’s official website at [INSERT URL] (or such successor URL as the Practice may designate). The Practice may amend, update, or replace the Terms and Conditions at any time to reflect operational, legal, or regulatory changes, and such updates shall become effective immediately upon posting. The most current version posted on the website shall supersede all prior versions and shall govern the Patient’s relationship with Practice. Patient acknowledges and agrees that continued use of the Practice’s Services after such posting constitutes acceptance of the revised Terms and Conditions.
3. SCHEDULING OF SERVICES. Appointments are scheduled by contacting the Practice during normal business hours, the Practice’s website, and/or the patient portal. Same-day or next-day appointments will be accommodated when clinically appropriate and subject to availability.
4. PATIENT’S OBLIGATIONS. Patient acknowledges that the success of the Patient-Practice relationship depends on mutual cooperation and timely communication. Accordingly, Patient agrees to:
(a) Disclose a full and accurate medical history, including current medications, allergies, chronic conditions, prior surgeries, hospitalizations, and relevant family medical history. Patient agrees to update Practice promptly if any health information, contact information, or emergency contact details change.
(b) Actively participate in the development of care plans, follow recommended treatment and preventive care instructions, and adhere to prescribed medications or therapies to the best of their ability. Patient understands that failure to follow clinical recommendations may limit the effectiveness of care and could result in dismissal from the Practice.
(c) Use appropriate communication channels, such as the patient portal or designated Practice contact methods, for non-urgent questions or requests. Patient acknowledges that email and text communications may not be secure unless consented to in writing and that emergencies require calling 911 or going to the nearest emergency department.
(d) Keep a valid debit or credit card, bank account, or other approved payment method on file and ensure timely payment of all membership and service fees when due. Patient agrees to review billing statements and notify Practice promptly of any disputed charges.
(e) Schedule, reschedule, and cancel appointments in accordance with Practice policy, provide reasonable notice of cancellations, and treat all staff and clinicians with courtesy and respect. Repeated no-shows or disruptive behavior may result in suspension or termination of membership.
(f) Promptly inform Practice of any hospitalization or significant change in health condition that may affect ongoing care coordination or eligibility under the DPC Program.
(g) Authorize Practice, as appropriate, to communicate and coordinate care with other healthcare professionals or facilities involved in Patient’s treatment, including hospitals, specialists, laboratories, and pharmacies, in accordance with HIPAA and applicable privacy laws.
(h) Abide by all Practice policies, including those related to privacy, patient conduct, and electronic communications, and comply with all applicable laws governing the receipt of healthcare services.
(i) Understand that the Practice provides outpatient primary care services only and is not equipped to manage medical emergencies or inpatient hospital care. Patient agrees to seek emergency services when appropriate.
5. PATIENT’S ACTS OR OMISSIONS. If the Practice’s ability to provide care or fulfill its obligations under this Agreement is delayed, hindered, or otherwise impacted by any act or omission of the Patient, including but not limited to failure to provide accurate medical information, follow medical advice, attend scheduled appointments, or comply with payment obligations, such circumstances shall not constitute a breach by the Practice. The Practice shall not be liable for any costs, damages, or losses sustained or incurred by the Patient that arise directly or indirectly from the Patient’s failure to cooperate, comply, or adhere to clinical or administrative requirements. To the extent permitted by law, the Practice’s responsibility for clinical outcomes is limited to services rendered in accordance with generally accepted medical standards and within the scope of its Services provided to the Patient. The Practice makes no guarantee of specific medical results and is not responsible for outcomes affected by the Patient’s noncompliance or delay in seeking recommended medical attention.
6. CHANGES TO THE MEMBERSHIP AND/OR THE SERVICES.
(a) Practice offers three tiers to Patients. (i) one; (ii) two; and (iii) If Patient wishes to change from one tier to another, Patient acknowledges and understands that (i)Customers may request to upgrade or downgrade their service tier at any time. To initiate a tier change, please send an email to [email protected] with the subject line "Tier Change Request" and include the following:
(i) Basic Plan – $199/month
(ii) Premium Performance – $249/month
(iii) Peak Performance – $399/month
(b) Your full name
(c) The email associated with your Blue Sky account
(d) The tier you are currently enrolled in
(e) The tier you would like to switch to
(f) The reason for the requested change (optional). Requests will be processed within 3–5 business days, and any changes to billing or service access will take effect at the start of the next billing cycle unless otherwise specified in your confirmation email.
(g) Patient is responsible for all fees and costs, including the Membership fees, despite a desire by Patient to reduce the scope of Services included in Patient’s Membership or terminate such Membership or if this Agreement of the Membership terminates under their respective terms.
(b) Notwithstanding any other term of this Agreement and without prior notice to Patient, Practice reserves the right, at its sole discretion, to modify or replace any part of this Agreement and to modify, remove, or supplement any services comprising the Services, and/or modify the Services correlating with a Membership and/or the fees and costs for the Services or Membership. It is Patient’s responsibility to check this Agreement periodically for changes. Patient’s continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. Practice may also, in the future, offer new Services and/or features through the Website (including, the release of new services, products, and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
7. TAXES. Patient shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Patient hereunder.
8. DISCLAIMER OF WARRANTIES. PRACTICE MAKES NO OTHER WARRANTIES TO PATIENT WHATSOEVER WITH RESPECT TO THE SERVICES OR THE MEMBERSHIP, INCLUDING WITHOUT LIMITATION, ANY (A) WARRANTY OF QUALITY OR PERFORMANCE BY PRACTICE OR ANY THIRD-PARTY PROVIDING SERVICES OF ANY NATURE; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF A GUARANTEED OUTCOME; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
9. LIMITATION OF LIABILITY.
(a) IN NO EVENT SHALL PRACTICE OR ANY MEMBER OF THE PRACTICE GROUP BE LIABLE TO PATIENT OR TO ANY THIRD PARTY FOR ANY LOSS ARISING FROM ANY THIRD PARTY PRODUCT OR SERVICE OR ACT OR OMISSION OF ANY THIRD PARTY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PRACTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL PRACTICE’S OR ANY OF PRACTICE’S GROUP MEMBER’SAGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MEMBERSHIP, OR THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE (1) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO PRACTICE PURSUANT TO THIS AGREEMENT (OR PURSUANT TO THE APPLICABLE CONSENTS) WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) The limitation of liability set forth in Section 9(b) above shall not apply to (i) liability resulting from Practice's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Practice's negligent acts or omissions, provided any loss directly resulting from each instance does not directly or indirectly arise from the provision or use of a Third Party Product or Service or any act or omission of Patient or any third-party.
10. WAIVER AND RELEASE. In exchange for the Services, Patient and Patient's heirs, executors, representatives, administrators, agents, insurers, and assigns (collectively, the "Releasors") irrevocably and unconditionally fully release and discharge the Practice, including Practice, each member of Practice Group’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of its and their respective officers, directors, managers, employees, member, shareholders, trustees, or partners, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, “Claims”), that Releasors may have or have ever have or had against the Released Parties, or any of them, arising out of, or in any way related to Patient’s acquisition or receipt and/or use of any Services (including vitamins, supplements, or other products) provided by a third party directly to Patient or indirectly through Practice and forever waive any Claims or rights related thereto.
11. CONSENT TO AI‑ASSISTED DATA PROCESSING.
(a) By acknowledging these Terms and Conditions, Patient authorizes Practice to collect, store, and use Patient’s personal and health information, including laboratory results, imaging, wearable‑device data, and self‑reported metrics, for electronic analysis. Patient’s information may be run through computer‑based models to generate care recommendations, track progress, develop new health programs, audit service quality, generate communications and support internal research. Practice may rely on third‑party artificial‑intelligence platforms (“AI Partners”). Data is transmitted over encrypted channels and held on servers that follow industry security standards. Access is limited to personnel with a work‑related need. Audit logs track every import, export, or modification event.
(b) AI Partners may maintain servers inside or outside the state in which Patient receives services but remain subject to United States privacy and security laws. Records generated through AI processing are kept for the period required by applicable law or until they no longer serve a clinical or operational purpose, whichever is longer. Patient may request earlier deletion of non‑clinical records; legal and medical record‑keeping obligations may override such a request. Patient may revoke this consent at any time by calling (313) 369-1500.
Revocation stops future AI processing but does not affect information already analyzed.
(c) AI systems can misinterpret data. Clinical decisions are always reviewed by a qualified clinician; nevertheless, Patient agree that Practice and its AI Partners are not liable for technical miscalculations that arise despite reasonable safeguards. While protective measures reduce the likelihood of unauthorized access, no electronic system is completely immune to breach. To the fullest extent permitted by law, Patient releases Practice, its affiliates, employees, contractors, and AI Partners from claims, damages, or losses connected to authorized AI processing of your information, except when caused by willful misconduct or gross negligence.
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14. NO INSURANCE COVERAGE; NON-INSURANCE AGREEMENT. Patient acknowledges and agrees that this Agreement constitutes a Medical Retainer Agreement under Michigan law and is not health insurance as defined in Michigan Compiled Laws § 500.129. Accordingly, this Agreement is not subject to the Michigan Insurance Code of 1956 and does not create an insurance policy or health benefit plan between Practice and Patient. Practice does not bill, seek reimbursement from, or contract with any health insurer, government health program, third-party payor or other similar entity for the services provided under this Agreement. Patient remains responsible for any health care services, diagnostics, treatments, medications or referrals that are not included within the scope of this Agreement. In the event of any ambiguity or inconsistency, any reference to “insurance,” “benefits,” “coverage,” or similar terms within this Agreement shall not be construed to alter the status of this Agreement as a non-insurance retainer arrangement and shall be interpreted in light of the disclosure that this is not a health insurance contract. Patients are encouraged to maintain separate health insurance coverage or another form of protection for services not provided by the Practice, including but not limited to hospitalizations, specialty care, emergency room visits, diagnostic imaging, surgeries, prescription medications, durable medical equipment, laboratory tests performed outside of the Practice, or any other services not expressly included in the Practice’s membership plan. Patients who are enrolled in high-deductible or catastrophic insurance plans may use such coverage for out-of-network or hospital-based care; however, the Practice will not submit claims, documentation, or communications to any insurer or third-party payor on the patient’s behalf. All interactions with insurers, governmental programs, or reimbursement entities are the sole responsibility of the patient.
15. DIRECT PAY ACKNOWLEDGMENT. I understand that this Practice operates exclusively on a Direct Primary Care (“DPC”) basis and does not participate in, bill, or accept payment from any third-party or governmental healthcare program, including but not limited to commercial insurance carriers, employer health plans, Medicare, Medicaid, Tricare, Veterans Affairs (VA), or any other state, federal, or public healthcare reimbursement system.. All services are paid directly by the patient using cash, debit, credit, or other approved methods. The Practice does not submit claims or documentation to insurance or third-party payors, and patients are solely responsible for any reimbursement they pursue independently.
16. MEMBERSHIP AND FEES.
(a) Membership fees and/or per-visit charges cover only those services described in the membership agreement and fee schedule. These fees do not constitute insurance and do not cover hospital, specialist, or emergency care.
(b) Membership fees are non-refundable once charged, regardless of use, cancellation, or dissatisfaction, except as required by law.
(c) By signing below, Patient authorizes Practice and its healthcare providers to use and disclose Patient’s health information for the purposes of treatment, quality assurance, and normal healthcare operations. Patient understands that Practice does not share information with insurance companies or third-party payors for billing purposes.
17. PAYMENT TERMS AND AUTHORIZATION.
(a) Patient authorizes Practice to charge Patient’s debit card, credit card, bank account, or other approved payment method on file for all membership fees, visit charges, and any additional services rendered by the Practice. Patient authorizes such charges to occur automatically on each billing date established at the time of enrollment or at the time of service, as applicable, without further notice or consent. This authorization will remain in effect until all balances are paid in full or until revoked in writing with at least thirty (30) days’ advance notice to the Practice.
(b) Patient authorizes recurring monthly charges for membership fees until Patient’s membership is terminated in accordance with the Membership Agreement incorporated hereto. Patient understands that the amount charged will correspond to the plan Patient selected and that any changes to plan type, family members, or covered services may adjust the recurring fee accordingly.
(c) Patient agrees to maintain a valid and current payment method on file with the Practice at all times for the purpose of processing membership and service fees. If a stored payment method expires, is declined, or otherwise becomes invalid, the Practice will provide electronic or written notice to the Patient. Patient must update payment information within ten (10) business days of such notice to avoid interruption of membership. Failure to provide an active payment method within that period may result in temporary suspension of non-urgent services and access to membership benefits until payment is received. The Practice will continue to provide only those medical services necessary to ensure continuity of care and patient safety in accordance with applicable professional and legal standards.
(d) If any payment is declined, returned, or otherwise fails to process, Patient agrees that the Practice may assess a late fee or processing fee and that any unpaid balance outstanding for more than thirty (30) days shall accrue finance charges at the maximum rate permitted by law. Balances remaining unpaid after sixty (60) days may, at the Practice’s sole discretion, be referred to a third-party collection agency or legal counsel for recovery, and the Patient shall be responsible for all related costs, fees, and expenses incurred in such collection efforts, including reasonable attorney’s fees. The Practice further reserves the right to suspend or terminate membership and deny future services until all outstanding amounts are paid in full.
(e) Patient acknowledges that all membership fees and charges for services rendered are non-refundable once billed, except as required by applicable law or as specifically stated in the Membership Agreement.
(f) Patient understands that this payment authorization applies to all future services provided by the Practice, regardless of when rendered, until revoked in writing. Revocation of this authorization does not release Patient from Patient’s obligation to pay for services already rendered or for charges accrued before the effective date of revocation.
(g) Patient agrees to contact the Practice directly to resolve any billing or payment dispute prior to initiating a chargeback, reversal, or complaint with any financial institution. Any disputed charge must be submitted to the Practice in writing within thirty (30) days from the date of the charge. Failure to notify the Practice within this period constitutes a waiver of the Patient’s right to dispute the charge, and the charge shall be deemed final and binding. Initiating a chargeback or reversal without first following this dispute process may result in immediate termination of membership and legal action to recover disputed amounts, along with any associated costs, fees, or damages.
(h) Patient understands that if Patient is seeking medical treatment from Practice in connection with a personal injury claim, Patient acknowledges that Practice may require verification of representation from attorney and/or confirmation of insurance coverage or claim status before proceeding with non-emergency treatment.
18. BILLING CYCLE AND TIMING. If Patient enrolls mid-month, the first Monthly Membership Fee is charged on the Effective Date. Subsequent charges occur monthly thereafter on or about the same calendar day as the Effective Date. If the charge date falls on a weekend or federal holiday, the charge may be processed on the next business day. Partial months are not prorated unless Practice states otherwise in writing.
19. MINIMUM COMMITMENT AND TERM. Membership under this Agreement requires an initial minimum commitment of three (3) consecutive months. Patient agrees to maintain active status and pay monthly fees for the full minimum term. After the initial commitment period, membership automatically renews every three months unless terminated in accordance with Section 19(a) or Section 19(b).
(a) Patient may terminate this Agreement after the initial three-month commitment period by completing and submitting the Written Notice of Membership Termination Form (“Termination Form”) to Practice. The Termination Form must be received at least thirty (30) days prior to Patient’s next scheduled billing date. If notice is received within a billing cycle, a final monthly charge will apply, and services will remain available through the end of that paid period.
(b) Practice may terminate this Agreement upon written notice to Patient for nonpayment, disruptive or abusive behavior, fraudulent conduct, or when Patient’s clinical needs exceed the scope of primary care services offered. In all cases, Practice will comply with applicable state laws and professional standards mentioned in the Membership Agreement incorporated hereto regarding patient dismissal and continuity of care. Practice will provide reasonable notice within thirty (30) days during which Patient may obtain alternative medical care, except where immediate termination is justified by safety or other lawful cause.
20. MEDICAL RECORDS. Patient agrees to submit a written request and pay any reasonable fees associated with obtaining a copy of medical records, in accordance with applicable laws and Practice policies. If Patient requests that medical records be transferred to Practice from another provider, Patient hereby authorizes Practice to receive all relevant medical and administrative information, including but not limited to treatment history and payment records.
21. PATIENT IDENTITY VERIFICATION. The Practice may, at its discretion, require patients to present valid government-issued photo identification or other proof of identity before receiving services, accessing records, or using membership benefits. This verification ensures compliance with patient-privacy, record-keeping, and fraud-prevention standards. Patients who refuse or fail to provide satisfactory proof of identity, or who are found to be using another person’s membership, may be denied services and may have their membership terminated immediately in accordance with this Agreement.
22. ELECTRONIC SIGNATURES AND COMMUNICATION. Patient agrees that this Agreement, and any related notices, authorizations, or communications, may be executed and transmitted electronically, including through the patient portal, email, or other secure electronic means designated by the Practice. Patient’s electronic signature, typed name, or affirmative acknowledgment (including clicking “I Agree”) shall have the same force and effect as a handwritten signature. Patient further consents to receive all disclosures, forms, and updates electronically, and understands that paper copies may be provided upon written request. Practice’s electronic records of such acknowledgments shall constitute conclusive evidence of Patient’s consent and execution of this Agreement.
23. FORCE MAJEURE. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Patient to make payments to Practice hereunder or otherwise related to the Membership), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 17, either party may thereafter terminate this Agreement and the Membership upon ten (10) days' written notice, provided, in such instance, no fees or costs related to the Services and/or the
Membership shall be refundable.
24. ASSIGNMENT. Patient shall not assign any of its rights or delegate any of its obligations under this Agreement or the Membership without the prior written consent of Practice. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Patient of any of its obligations under this Agreement.
25. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of physician and Patient. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between any member of the Practice Group and any third party or Patient, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
26. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of Patient and the Practice Group and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
27. GOVERNING LAW. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan.
28. WAIVER OF LAWSUIT AND AGREEMENT TO BINDING ARBITRATION. Patient acknowledges and agrees that any dispute, claim, or controversy arising out of or relating to this Agreement, the Membership, or the Services provided by the Practice, including disputes concerning billing, membership termination, data handling, or any alleged breach of contract, shall be resolved exclusively through confidential, binding arbitration administered in accordance with the rules of the American Arbitration Association, rather than in a court of law. Patient expressly waives the right to file or participate in any lawsuit, class action, or jury trial against the Practice or its affiliates, officers, employees, contractors, or agents, except as prohibited by applicable law. This waiver does not apply to claims involving gross negligence, willful misconduct, or violations of applicable medical or consumer-protection laws. The arbitration shall take place in Oakland County, Michigan, and each party shall bear its own legal fees unless otherwise awarded by the arbitrator. The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
29. SUBMISSION TO JURISDICTION. If any legal suit, action, or proceeding is filed in connection with this Agreement, including enforcement of an arbitration award, recovery of unpaid fees, or any matter not subject to mandatory arbitration under this Agreement, such suit or proceeding shall be brought exclusively in the state or federal courts located in the County of Oakland, State of Michigan. Each party irrevocably submits to the personal and subject-matter jurisdiction of those courts and waives any objection based on venue or forum non conveniens.
30. DISPUTE RESOLUTION. Except as otherwise provided in Section 28, Practice may, at its discretion, elect to resolve a dispute through arbitration or litigation in accordance with Section 29. Such election shall be exercised in good faith and including but not limited to (a) patient nonpayment, (b) misuse of Practice property or confidential information, or (c) conduct posing risk to staff or patients. All other disputes shall be resolved through arbitration under Section 28.
31. NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Consents or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
32. SEVERABILITY. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
33. SURVIVAL. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Submission to Jurisdiction, and Survival.
34. AMENDMENT AND MODIFICATION. This Agreement may only be amended or modified by Practice at any time by uploading such amended, restated or modified terms on Practice’s website or mobile application, which states that it amends this Agreement.
35. ACCEPTANCE OF THIS AGREEMENT. By subscribing to the Membership, receiving the Services, and/or clicking and agreeing to this Agreement and consenting to the approval of this Agreement, Patient hereby irrevocably consents to being bound by the terms and conditions of this Agreement, as may be amended from time-to-time.
36. AGREEMENT EFFECTIVE PERIOD. This Agreement will remain in effect and apply to any and all of the patient’s treatments at all Practice facilities until revoked by either the patient/guarantor or Practice. I understand that I may occasionally be asked to update the information provided in connection with this Agreement or to sign a new Agreement.