MEMBERSHIP AGREEMENT

Last updated February 16, 2025

This Membership Agreement (referred to as the "Agreement") constitutes a legally binding contract between you (the “Member” or “you” or “your”) and FourC Health, Inc. ("we," "us," "our," or "FourC Health"). Upon payment of the required fees (the “Fees”) for access to the healthcare services outlined in this Agreement (the "Services" or “Service”), you will be granted a subscription that entitles you to access these Services as described herein (a "Subscription")

FourC Health, Inc., a Delaware corporation with registrations in other states where it operates, offers technological, management, and administrative support to its licensed healthcare providers, whether employed or independently contracted, in delivering healthcare services. FourC Health also owns and manages the website located at https://www.fourc.health and the FourC Health mobile application, as well as any other websites, applications, or technology platforms it may operate from time to time (collectively referred to as the "Platform"). It is important to note that the Platform itself does not provide medical services or advice; all medical services are provided solely by licensed healthcare providers.

In addition to this Agreement, your use of the Services and the Platform is also governed by the Terms and Conditions, Privacy Policy, HIPAA Notice of Privacy Practices, End User License Agreement (EULA), and Acceptable Use Policy (collectively referred to as the “Consents”). We strongly recommend that you review both this Agreement and the Consents thoroughly at https://www.fourc.health.

By electronically signing or acknowledging this Agreement, you confirm that you have read and agree to all terms and conditions set forth in this Agreement and the Consents without alteration. You also consent to receive Services from FourC Health, including Telehealth Services at your residence, and through the Platform. Furthermore, you affirm that you are at least eighteen (18) years old and have the legal capacity to give this consent.

In case of an emergency, please dial 911, visit the nearest emergency room or urgent care facility, or contact the National Suicide Prevention Lifeline at 1-800-272-8255 if needed, instead of using the Services or the Platform.

Minimum Age Requirement 

To access the Services and use the Platform, you must be at least eighteen (18) years old. We may request identification or additional information to verify your age and identity. If you are unable or unwilling to provide such verification, we reserve the right to deny access to the Services and/or the Platform.

We Cannot Serve Enrollees of Government Coverage

We are unable to serve individuals enrolled in Medicare or Medicaid or other government coverage like Tricare due to regulations that prohibit billing these enrollees for services covered under those plans. By agreeing to use our Services, you acknowledge and agree to the following: (1) you are not currently enrolled in Medicare, Medicaid, or any managed care plan associated with Medicare or Medicaid or government coverage like Tricare, (2) you are solely responsible for the Subscription Fee (3) we will not submit any claims to federal or state healthcare programs for these services, (4) you will not seek reimbursement from any federal or state healthcare program for any Fees paid to FourC Health, (5) you will be liable for any third-party fees or penalties imposed on us as a result of false information provided by you regarding your enrollment in Medicare, Medicaid, or other insurance coverage, (6) you will notify us immediately if you enroll in Medicare or Medicaid or other government coverage like Tricare during your Subscription period, and (7) your Agreement will be terminated if you become an enrollee of Medicare or Medicaid or other government coverage like Tricare, and you will receive a prorated refund for the remaining Subscription period.

The Subscription is Not Health Insurance

FourC Health, Inc. is not an insurance provider, and the Subscription you purchase does NOT provide health insurance or comprehensive medical coverage. The Subscription only offers direct primary care for the specific healthcare services outlined in this Agreement. Payments made to FourC Health for the Subscription are not insurance premiums. If you need health insurance or any other form of coverage, you will need to obtain that separately. The Subscription is NOT a health insurance policy, Medicare supplement, health discount program, or prescription discount plan, and it does not satisfy any federal legal requirements for health insurance coverage.  The Subscription Fees cover only the medical care provided by FourC Health’s healthcare providers under the scope of the Services. Unless specifically stated by us in writing, the Fees do not cover the costs of anything else like medications, diagnostic tests, medical devices, specialty care from third parties, or referrals made by us to external providers or to another third party.

We will not submit any claims to your health insurance provider for reimbursement of any services included in your Subscription. The Subscription does not meet the minimum essential coverage requirements outlined under the individual mandate of the Patient Protection and Affordable Care Act, 26 U.S.C. Section 5000A. Additionally, this Subscription is not a substitute for workers’ compensation insurance and does not fulfill any employer obligations under Chapter 440.

Restrictions on Prescribing Controlled Substances and Providing Vaccines

At this time, our healthcare providers are unable to prescribe controlled substances, such as narcotic painkillers, sedatives, testosterone, or certain weight loss medications. If these medications are necessary for your care, you will be referred to a healthcare provider or facility outside of FourC Health. Furthermore, we are not able to administer vaccines or immunizations at any of our locations, and these services are not included as part of the Subscription or the Services we offer.

What Your Subscription Includes

We may provide Services to you either in-person or virtually. In-person care can take place at various locations, such as a FourC Health clinic or even at your residence. Additionally, FourC Health offers virtual care through the Platform. By agreeing to receive Services, you acknowledge and consent to receiving medical care from our healthcare providers as they deem necessary and appropriate during your visits. You retain the right to refuse any treatment or service at any time. Additionally, you understand and accept that no promises or guarantees have been made regarding the outcomes or results of the medical care you receive.

Availability of Services

We are not obligated to provide Services outside of our regular business hours and cannot ensure the availability of Services during business hours if the healthcare provider is unavailable. While we aim to respond to in-app messages within approximately 72 business hours, the response time may be longer if the provider is out of the office. You agree to seek medical attention outside of this Service or Platform, such as through an urgent care or emergency facility, if we are unable to address your medical needs in a timely manner. We also cannot guarantee that the same provider will be available throughout your Subscription period, and care may be provided by different providers as needed.

What is Excluded from the Subscription

The Subscription does not cover: ancillary services; services provided by third parties or hospital services, emergency room visits, or urgent care facilities visits; visits with other providers or specialists, whether referred by us or otherwise; radiology services; lab tests done by external companies; durable medical equipment; prescription medications; or any services that are not specifically listed as included in your Subscription (collectively referred to as "Excluded Services").

You understand that we are not liable for any expenses or bills incurred for services not included in your Subscription, even if we referred you to those services. You agree to take responsibility for any costs billed to you for Excluded Services. Your Subscription cannot be assigned, transferred, or resold to others.

Exclusion of Medically Unnecessary Appointments

We reserve the right to limit or deny in-person or synchronous telehealth visits that are deemed medically unnecessary, as determined solely by the Provider's independent medical judgment. Repeated scheduling of such visits may result in restrictions on future appointments or termination of your Subscription. This policy is in place to ensure our ability to meet the ongoing medical needs of all members.

Subscription Fees, Duration & Billing

We may provide various membership options, each with its own pricing and range of services. As a Subscriber, your access to the Services is based on the specific terms of your chosen Subscription and is contingent upon payment of the required Fees.

The services included under each Subscription are outlined on the Platform and may be updated or changed at any time at our sole discretion. We reserve the right to modify or enhance the benefits of your Subscription without prior notice.

Your Subscription will commence on the date you make your initial payment and will automatically renew based on the terms provided during your enrollment, unless canceled as per this Agreement. Once active, you will be charged the Fees in advance and on a recurring basis for the duration of your Subscription. The amount and frequency of these Fees will be detailed on the Platform or communicated at the time of purchase. FourC Health reserves the right to adjust Fees at any time at its sole discretion.

You authorize us, or a third-party service provider on our behalf, to charge your payment method for the applicable Fees associated with your selected Subscription. The Fees do not include any taxes, which will be applied based on your billing address or the location of the FourC Health clinic providing services, in accordance with local tax laws.

Subscription Cancellation

You may cancel your Subscription at any time after completing an initial 12-month commitment. Please note that all sales are final. No refunds will be issued for any fees paid for the current Subscription period. However, if you choose to cancel, you will still have access to the Providers and Services until the end of the Subscription period for which you have already paid, after which access to the Services will cease.

After your Subscription is canceled, you may still use the Platform with limited functionality, but you will no longer have access to the Services. By continuing to use the Platform after cancellation, you agree to be bound by all terms and conditions of this Agreement and the Consents.

Consent to Telehealth Services

Telehealth refers to the use of technology to deliver healthcare when the provider and patient are not in the same physical location. This includes real-time (synchronous) or delayed (asynchronous) communication via audio, video, text, or other digital formats for purposes such as gathering medical information, diagnosis, treatment, follow-up, and patient education. While Telehealth can be effective, it carries certain risks, including potential delays caused by technological failures or incomplete data transmission. In some cases, Telehealth may not be sufficient to diagnose or treat your condition. You may require an in-person consultation or other form of medical care, including emergency services.

FourC Health may provide you with Telehealth Services using technologies such as phone, video, or messaging. By agreeing to these services, you consent to receiving healthcare communications, which may include your personal health information (PHI), via electronic means. You also consent to the involvement of various healthcare Providers, including physicians, nurses, medical assistants, and other medical or support personnel. Furthermore, you authorize FourC Health and its Providers to collect, use, and process your personal and medical information in the course of delivering these services.

Acknowledgment and Consent of Privacy Practices

You confirm that you have received, reviewed, and agree to the FourC Health HIPAA Notice of Privacy Practices. You also consent to our use and disclosure of your information as described in the Notice. This includes the use, disclosure, sharing, and release of your information, including “sensitive health information”, for purposes of treatment, payment, or healthcare operations. FourC Health may share your information with other healthcare providers involved in your care, with contractors or affiliates for administrative functions like scheduling and billing, with parties responsible for payment to verify coverage, or with your employer's representative if the services are related to a workers’ compensation claim.

“Sensitive health information” includes information related to maternity records (including medical records of new mothers and newborns) or infertility or fertility assistance, IVF, or artificial insemination; psychiatric treatment, mental health conditions or illness, or developmental or intellectual disabilities; HIV/AIDS testing, treatment, or status, as well as other communicable, sexually transmitted, or blood-borne diseases; substance use disorder treatment; genetic information or test results; child or domestic abuse, neglect, or abuse of an adult with a disability; sexual assault; and any other information that receives special privacy protections under state or federal law.

Acknowledgment of Your Responsibilities

We may request verification of your residence address and/or physical location to comply with laws related to the licensure of our healthcare providers. You acknowledge that failure to provide this information when requested may prevent you from accessing the Services. Additionally, you agree to inform us if you change your residence. We reserve the right to deny Services if you are located in a jurisdiction where we are not authorized to operate.

FourC Health may grant you access to specific parts of your medical records via the Platform, including lab results and other health data collected by us or provided by you. You acknowledge and agree that FourC Health may make these records available through the Platform, and it is your responsibility to ensure the security of your computer, phone, and any other devices used to access the Services.

You agree not to engage in any form of misconduct while using the Service or Platform. Misconduct includes, but is not limited to, violent behavior, offensive verbal comments, inappropriate sexual advances, trespassing on FourC Health property, or discrimination based on race, color, national origin, disability, or sexual identity. It also includes failing to comply with any member policies set by FourC Health. Additionally, you agree not to cancel appointments with less than 24 hours' notice, except in cases of emergency.

Recording your interactions with a FourC Health provider or care team member, or taking photos or recordings at any FourC Health facility, is strictly prohibited unless you have obtained prior written consent from FourC Health.

Independent Medical Judgment

Notwithstanding anything to the contrary contained in this Agreement, Provider retains full and free discretion, and the Provider shall exercise their best professional medical judgment on behalf of the patient with respect to medical services rendered to the patient. Nothing in this Agreement shall be deemed or construed to influence, limit or affect a Provider’s independent medical judgment with respect to provision of medical services to the patient by the Provider.

Refusal of Service

We reserve the right to refuse to provide Services or terminate your Subscription at our sole discretion if you fail to comply with this Agreement or for any other reason permitted by applicable law. If state law requires it, we will provide you with the necessary notice before terminating your Subscription. Additionally, we may request various forms of identification or contact you via phone, mail, or email to verify your information, confirm actions, and take steps to prevent fraud.

No Warranties or Guarantees by FourC Health

All technology used in delivering care, including the Service, is provided on an “as is” or “as available” basis. Your access to and use of this technology is entirely voluntary and at your own risk. To the fullest extent allowed by law, FourC Health disclaims all warranties and conditions, whether express, implied, statutory, or otherwise.

Limitation of Liability

To the fullest extent permitted by law, except in cases of negligence or willful misconduct, FourC Health and its affiliates will not be liable for any loss or damage, including personal injury or death, that results from your use or inability to use any Services or technology, including the Platform. Additionally, to the maximum extent permitted by law, FourC Health will not be responsible for any consequential, exemplary, incidental, special, or punitive damages, including lost profits or the cost of alternative products or services, arising from or related to your use or inability to use the Services or technology, regardless of the legal basis or theory, and even if you were advised of the possibility of such damages.

Binding Arbitration

You and FourC Health agree that any disputes, controversies, or claims arising from this Agreement, the Services, any medical care or treatment provided by FourC Health or its healthcare providers, or any technology, including the Platform, or other services or items provided by or on behalf of FourC Health (referred to as a "Claim") will be exclusively and confidentially resolved through binding arbitration, as outlined in this section. Arbitration may be initiated by any party by sending a written request for arbitration to the other parties involved. Once a party elects arbitration, this choice is final and binding on all parties involved.

You expressly agree that all Claims will be settled through confidential binding arbitration, conducted before a single commercial arbitrator from the American Arbitration Association (AAA), rather than through court proceedings. The arbitration process will follow the AAA's Commercial Arbitration Rules, and if applicable, the Supplementary Procedures for Consumer Related Disputes (together referred to as the "Rules and Procedures"). By agreeing to this, you acknowledge that you are voluntarily waiving your right to a trial by jury and your right to pursue litigation in state or federal court. The arbitrator is empowered to grant any legal remedies that would be available in a court of law.

Arbitration will take place in Albuquerque, New Mexico, unless all parties agree to a different location in writing. The arbitrator's decision will be final and binding, and it may be entered as a judgment in any court of competent jurisdiction. For additional information about AAA, its Rules and Procedures, or how to file an arbitration claim, you may contact AAA at 800-778-7879 or visit their website at www.adr.org.

Arbitration costs will be determined by AAA’s fee schedule. If you can demonstrate that your share of the arbitration costs would be prohibitively expensive compared to the cost of litigation, FourC Health may, at the arbitrator's discretion, cover part or all of your arbitration fees. FourC Health also reserves the right to assume responsibility for all arbitration costs at its sole discretion. Each party will be responsible for its own legal fees and expenses, unless a statute requires the prevailing party to be reimbursed for these costs.

However, if a Claim involves (a) a violation of intellectual property rights, (b) allegations of theft, piracy, unauthorized use, or violation of the Computer Fraud and Abuse Act, or (c) any claim seeking equitable relief, either party may seek injunctive or similar urgent legal remedies in a state or federal court in Albuquerque, New Mexico, and both parties agree to the exclusive jurisdiction and venue of such courts. Additionally, any party may choose to file an individual action in small claims court for Claims that fall within that court's jurisdiction instead of going through arbitration.

Any Claims related to your use of the Services or any technology, including the Platform, must be filed within one (1) year from the date the event giving rise to the Claim occurred.

Class Action Waiver

To the fullest extent permitted by law, all Claims must be settled through individual binding arbitration in a confidential manner. You agree that your Claim will not be combined or joined with any other Claims, whether through class arbitration or any other collective process.

Both you and FourC Health agree that there is no right or authority to arbitrate any Claim on a class-action basis or use any class action procedures. Additionally, Claims cannot be pursued in a representative capacity or as a private attorney general, and no arbitration will be combined with another.

If a court rules that the limitations on class or representative arbitration cannot be enforced, then only that specific Claim must be severed from the arbitration and brought in a state or federal court located in Albuquerque, New Mexico. Both parties agree to the exclusive jurisdiction of those courts for such matters.

Consent to Electronic Communications

By clicking "Agree" or signing this Agreement, you consent to receive communications from FourC Health and its healthcare providers electronically, including through email, text, or the Platform. You agree that all agreements, notices, disclosures, and other communications provided to you electronically by FourC Health or its healthcare providers fulfill any legal requirements for written communication. Additionally, you acknowledge that any electronic notices sent by FourC Health or its healthcare providers will be considered delivered and received on the date they are transmitted.

State-Specific Disclosures and Consents

Your state of residence may require us to provide additional notices or obtain specific consents related to our Services. Please refer to the relevant provisions below, if applicable. These state-specific notifications and consents are considered part of this Agreement.

Indemnification

You agree to defend, indemnify, and hold the FourC Health Parties harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your fraud, violation of law, gross negligence or willful misconduct, any breach by you of this Agreement or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third-party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

Severability of Provisions; Section Headings

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. You and We agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. FourC Health, Inc. may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of FourC Health, Inc. or to another third party in the event that some or all of the business of FourC Health is transferred to such other third party by way of merger, spinoff, sale of its assets or otherwise

Entire Agreement

This Agreement contains all the terms and conditions of your Subscription and no terms, representations, inducements, promises, or agreements concerning the Subscription not included in this Agreement shall be effective or enforceable, except for the Terms and Conditions, Privacy Policy, HIPAA Notice of Privacy Practices, End User License Agreement (EULA), Acceptable Use Policy, Additional Telehealth Consent and Other State-Specific Consents, and Authorization for Disclosure of Health Information. If any term of this Agreement shall become invalid or unenforceable, the remaining terms shall remain in full force and effect. We reserve the right to update or modify this Agreement at any time and for any reason, without prior notice.

State-Specific Disclosures and Consents

NEW MEXICO

We have the following policies for the retention, maintenance, and destruction of medical records: Medical records will be retained for a minimum of 10 years or until the patient reaches the age of 21, whichever period is longer, subject to any additional requirements imposed by governing agencies. Physical copies of records are stored for at least 30 days following their transfer to electronic format. If applicable, a log documenting the destruction of medical records, including patient names and dates of destruction, will be maintained. For disaster recovery purposes, backup copies of electronic medical records will be securely stored. Upon receiving a properly signed and executed request for AUTHORIZATION FOR USE AND DISCLOSURE OF HEALTH INFORMATION, along with valid photo identification, we will release the requested medical records within 30 days.