Services.

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On a best efforts basis, Itsverdure will provide you with access to services listed on your membership category.

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1.1
1.1.A
Access. Itsverdure will provide you with access to its members portal with service for your category of membership

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1.1.B
Consultations. You will have access to a Clinician for all your encounters.

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1.1.C
Laboratory Tests. When necessary and logistically accommodated by your location, you will have access for labs to be performed at your geographic location. Please note that this is at an extra cost to service provider

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1.1.D
Remote Telemedicine Consultations. If You desire a remote consultation by telephone or video, Itsverdure will make this service available to you

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1.1.E
Access to a Network of Vetted Specialists. In the event that Your consultation requires treatment by a pediatric specialist in person or virtual, Itsverdure will make this available for you at your location or advise on steps to get you seen at a different location.

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1.1.F
For international clients requiring service abroad in the USA or UK. Itsverdure Health will advise on how to procure this if applicable 

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1.1.G
Members will have access to educational materials and instant messaging for questions to their provider

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1.1.H
Access to Diagnostic Imaging. When required and logistically accommodated by your location, you will have access for imaging to be performed at your geographic location. Please note that this is at an extra cost to service provider

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1.1.I
Access to Medical Interventions. Itsverdure does not provide emergency services or Interventions

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1.2
Medical Services. Itsverdure has opted out from Medicaid and Insurance provided payer system

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Payment.

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2.1
Annual Membership Fees. As a condition precedent to becoming a member of Itsverdure Health and having access to Itsverdure membership Services, You hereby agree to pay Itsverdure Health the agreed membership fees (i.e., for each Member) that are agreed on for the chosen category of membership (the “Annual Membership Fees”). The Annual Membership Fees will apply for the one (1) year period following the Effective Date and You must make a renewal fee payment equal to the then prevailing Annual Membership Fees on each one (1) year anniversary of the Effective Date throughout the Term. Annual membership fee can also be paid in monthly installments to equal the Annual Membership Fees. By way of clarification and not limitation, the Primary Member will pay the Annual Membership Fees for each Member annually if a family package. The Annual Membership Fees are subject to adjustment by Itsverdure, following which it will be updated and payable by Member during Member’s next annual installment of the Annual Membership Fees. You must pay the Annual Membership Fees for each Member annually and in full on the Effective Date and on or before each annual anniversary throughout the Term. Itsverdure reserves the right to (i) terminate this Agreement for Member(s) or (ii) withhold access to Itsverdure services for failure to pay any installment of Annual Membership Fees in full or monthly installments in a timely manner. Should you fail to make timely payment of fees, Itsverdure may charge late fees of 1.5% per month of the total amount owed until paid.

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2.2
Practice’s Professional Medical Services Fees. Members shall read and consent to our Telehealth policy, Privacy practices and Policy on use of our website. It is acknowledged and agreed that the Annual Membership Fees precludes fees for some services which are expressly stated in a chosen membership category. Members will pay a discounted fee for services outside those contained in their membership category.

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3. Term
This Agreement will commence on the Effective Date and will continue for a period of one (1) year thereafter (the “Initial Term”), unless terminated sooner pursuant to Section 4 below. At the end of the Initial Term, unless earlier terminated pursuant to Section 4
below, this Agreement will continually and automatically renew upon the same terms and conditions for successive one (1) year periods (each, a “Renewal Term”), unless terminated sooner pursuant to Section 4 below. For purposes hereof, the Initial Term and each Renewal Term will be collectively referred to as the “Term”.

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4. Termination.
You and Itsverdure Health shall have the absolute and unconditional right to terminate this Agreement, without the showing of any cause, by providing the other Party thirty (30) days prior written notice. If terminated by the Itsverdure Health, You shall receive the pro rata amount of the Annual Membership Fees for the period of time between the effective date of termination and the next one (1) year anniversary of the Effective Date (the “Refunded Prorata Annual Membership Fees”) if annual payments. The Refunded Prorata Annual Membership Fees shall be paid to You within thirty (30) days of termination. Monthly subscription cancellation shall cease 30 days from notice and full payment is still required for the month the subscription ends

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5. Insurance Coverage of Fee.
Itsverdure Health makes no representations whatsoever that the fees paid under this Agreement are or are not covered by Your health insurance or other third party payment plans applicable to You or Your family, although such fees are likely NOT covered. Itsverdure has opted out of payment by insurance companies or Medicaid. You will have the full and complete responsibility for any such determination; provided, however, that irrespective of such determination, You are expressly agreeing to pay the Annual
Membership Fees under this Agreement.

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6. Insurance or Other Medical Coverage.
Itsverdure Health makes no representations whatsoever that the fees paid under this Agreement are or are not covered by Your health insurance or other third party payment plans applicable to You or Your family, although such fees are likely NOT covered. You will have the full and complete responsibility for any such determination; provided, however, that irrespective of such determination, You are expressly agreeing to pay the Annual Membership Fees under this Agreement.

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7. Dependent Members.
If You are signing for and on behalf of one or more of Your “dependents” (as such term is defined by the U.S. Internal Revenue Service), You will be responsible under this Agreement as their parent or guardian. You, as the signing Member, agree to indemnify, defend, reimburse and hold harmless Itsverdure Health, and its health providers from, and against any claims made by, or on behalf of the dependent.

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8. Communications.
You acknowledge that communications with Itsverdure Health or its health providers using e-mail, facsimile, cell phone, and/or SMS texting are not guaranteed to be secure or confidential methods of communications. As such, You expressly waive Itsverdure Health and its health providers obligation to ensure confidentiality with respect to correspondence using such means of communication. You acknowledge that all such communications may become a part of Your medical records. Should you communicate via these means, You authorize Itsverdure Health and its health Providers and the Practice to communicate with You by e-mail or cell phone regarding Your “protected health information” (“PHI”) (as that term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 and its implementing regulations) using Your e-mail address or cell phone number listed above. By agreeing, You acknowledge that:

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8.1 Risks.
E-mail is not completely a secure medium for sending or receiving PHI because these messages may be addressed to the wrong person or accessed improperly while in storage or during transmission, and, in particular, if You send or receive email through Your employer’s e-mail system, the employer may have the right to review it;

8.2 Security.
Although Itsverdure Health will make reasonable efforts to keep email communications and SMS texting confidential and secure, neither Itsverdure health nor its health providers can assure or guarantee the confidentiality of e-mail communications or SMS texting;

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8.3 SMS Texting.
SMS texting is not a secure medium for sending or receiving PHI because these messages are not encrypted and may be addressed to the wrong person or accessed improperly while in storage or during transmission, such as being intercepted on public Wi-Fi networks. If You communicate with Your Clinician by SMS texting, You consent to Your Clinician responding to You in this way, despite the risks stated above, unless You state otherwise;

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8.4 Medical Record.
In the discretion of the Itsverdure Health and Clinician, e-mail communications may be made a part of Your permanent medical record; and

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8.5 Emergencies.
E-mail and SMS texting are not an appropriate means of communication regarding emergency or other time-sensitive issues or for inquiries regarding sensitive information. If You do not receive a response to an e-mail message or SMS text within two (2) days, You agree to use another means of communication to contact Itsverdure Health. Neither Itsverdure Health or its providers will be liable to You for any loss, cost, injury, or expense caused by, or resulting from, a delay in responding to You as a result of technical failures, including, but not limited to:

(i) technical failures attributable to any internet service provider;
(ii) power outages;
(iii) failure of any electronic messaging software;
(iv) failure to properly address e-mail messages;
(v) failure of Itsverdure’s computers or computer network, or faulty telephone or cable
data transmission;
(vi) any interception of email communications by a third party; or
(vii) Your failure to comply with the guidelines regarding use of e-mail or SMS texting
communications set forth in this paragraph.

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8.6 External Records.
I confirm that I give permission for Itsverdure Health to communicate with any of my medical providers in regards to my medical conditions, history and records.

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Miscellaneous.

9.1 Limitation of Liability.
Itsverdure Health services are sold “as-is.” Except in the event of willful misconduct, gross negligence, or fraud, Itsverdure Health shall not be liable to you, or any person claiming through you, under this engagement letter, under any legal theory, for any amount in excess of the total fees paid under this contract or any addendum to which the claim relates. In no event will Itsverdure Health be liable to You under this contract under any legal theory for any consequential, indirect, lost profit, punitive, incidental or similar damages relating to or arising from services provided under this contract. Itsverdure Health does not warrant that the functions contained in this engagement will be completely uninterrupted or completely error-free. In no event will Itsverdure health be liable to You or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond Itsverdure Health's control.

9.2 Notices.
Any notice required or permitted under this Agreement will be in writing and will be deemed to have been sufficiently given or served and effective for all purposes when delivered by a nationally recognized overnight delivery service or three (3) days after deposit with the United States Postal Service via certified mail, postage prepaid, or to Member’s email address addressed as follows:

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If to Itsverdure health,
then to send to:
6709 Raymond Road
Madison, WI 53719
and
Email to Corporate@Itsverdurehealth.com

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If to Member, it will be sent to:
Member’s Mailing Address

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Any Party hereto may change its address of record for receiving notices by giving the other Party written notice of such change in the manner set forth above.

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9.3 Waiver.
Any waiver of any of the covenants, conditions or provisions of this Agreement must be in writing and signed by the Party against whom enforcement of such waiver is sought. One or more waivers of any covenant, condition or provision of this Agreement will not be construed as a waiver of a subsequent breach or of any other covenant, condition or Provision.

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9.4 Venue/Consent to Jurisdiction.
Subject to the arbitration provisions provided in Section 9.5 below, Itsverdure Health hereby consent to the exclusive jurisdiction of the State and Federal Courts located in Dane County, Wisconsin for any and all actions in law or equity arising from this Agreement. Itsverdure Health hereby waive any objections relating to improper venue or forum non-conveniens to the conduct of any proceeding in any such court.

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9.5 Assignment.
This Agreement, and any rights You may have under it, may not be assigned or transferred by You.

9.6.A
Arbitration will be held at a location selected by Itsverdure health in Dane County, Wisconsin and arbitration will be the exclusive forum for resolving such dispute, controversy or claim. The arbitration will be heard by one (1) arbitrator who must be disinterested, and preferably knowledgeable about the subject matter of this Agreement. The arbitrator will be appointed jointly by the Parties within thirty (30) days following the date on which the arbitration is instituted. If the Parties are unable to agree upon an arbitrator within such thirty (30)-day period, the AAA will select such arbitrator using its standard procedures.

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9.6.B
The decision of the arbitrator will be final and binding upon the Parties hereto and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will not have the power to award any damages excluded by, or in excess of, any damage limitations expressed in this Agreement.

9.6.C
If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings will reimburse and pay all associated costs, expenses and attorneys’ fees that are reasonably incurred by the other Party. In no event will a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on such a claim, dispute or other matter in question would be barred by the applicable statute of limitations.

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9.6.D
All proceedings that take place under or in connection with this provision will be considered confidential information of both Parties and subject to appropriate confidentiality restrictions and/or protective orders.

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9.6.E
Either Party may apply to the arbitrator to seek injunctive relief until such time as the
arbitration award is rendered or the controversy is otherwise resolved.

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9.6.F
The Parties will share in advancing charges of the AAA and the arbitrator. Notwithstanding, in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to an award of reasonable attorneys’ fees and costs.

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9.7 Governing Law.
This Agreement will be interpreted, construed and governed according to the substantive laws of the State of Wisconsin without regard to principles of conflicts of law.

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9.8 Entire Agreement; Construction.
This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof, and all prior representations of the parties, whether written or oral, are merged herein.

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9.9 Survival.
Any provision of this Agreement which imposes an obligation that extends beyond the termination of the Term will survive the termination of the Term.

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9.10 Severability.
If any term, provision or condition of this Agreement is held by a court of competent jurisdiction or arbitrator to be invalid, void or unenforceable, 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 and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated as a result of such decision.

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9.11 Headings.
The headings in this Agreement are for convenience only and will not be construed as a part of the Agreement.

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9.12 No Construction Against Drafter.
No Party hereto will be considered to be the drafter of this Agreement or any paragraph or term hereof and no presumption will apply to any Party as the “drafter.”

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9.14 Legal Significance.
You acknowledge that this Agreement is a legal document and creates certain rights and responsibilities. You also acknowledge that You have had a reasonable time to seek legal advice regarding the Agreement and have either chosen not to do so or have done so and are satisfied with the terms and conditions of the Agreement.

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9.15 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, Itsverdure Health may unilaterally amend this Agreement to the extent required by federal, state, or local law or regulation (“Applicable Law”) by sending You, upon thirty (30) days advance written notice of any such change and may amend the Annual Membership Fees in accordance with the terms of this Agreement. 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 Itsverdure Health, except that You will initial any such change at Itsvderdure's request. Moreover, if Applicable Law requires this Agreement to contain provisions that are not expressly set forth in this Agreement, then, to the extent necessary as determined by Itsverdure Health, 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.