Membership Agreement

This Membership Agreement (“Agreement”) is a binding contract between you (“Member,” “you,” or “your”) and Instinctive HealthPass LLC (“IHP,” “Company,” “we,” “us,” or “our”) governing your enrollment in and use of the Instinctive HealthPass membership program (the “Program”). This Agreement is entered into electronically: by completing your enrollment in the Program (including checking the “I Agree” box), you agree to be bound by this Agreement.

1. What the Program Provides

At participating facilities and providers, your membership gives you access to care with predictable costs. When you receive eligible care at a participating facility, the facility bills your insurance, and IHP pays the facility the patient responsibility your insurer assigns to you (such as deductibles, copays, coinsurance, and other out-of-pocket amounts) for services the facility provides in-house — so you have no out-of-pocket cost for those eligible services at participating facilities. The Program has no visit limits for eligible care at participating facilities. The Program complements your insurance and does not change your insurance benefits, networks, or your relationship with your insurer.

Network status. Your membership applies at participating facilities regardless of whether the facility is contracted (in-network) with your insurer. Under the federal No Surprises Act, emergency services — and care that begins in a participating emergency room — are generally treated by your insurer as in-network even if the facility is not contracted with your plan. For participating clinics, IHP pays the resulting patient responsibility whether or not the clinic is in-network with your plan. Participating facilities are located in the Phoenix metropolitan area (Maricopa County), Arizona.

Submitting EOBs and bills. At participating facilities you generally will not be billed for the patient responsibility that IHP pays on your behalf. If you receive an Explanation of Benefits (EOB) or a bill relating to care at a participating facility, submit it through your member portal at portal.instinctivehealthpass.com. The member portal is the only channel through which IHP accepts EOBs and bills; IHP does not accept them by email. On receipt, IHP will coordinate payment of the eligible patient responsibility directly with the participating facility.

2. Eligibility

To enroll and remain eligible, you must:

• Be at least 18 years old (an adult account holder enrolls any eligible family members);
• Have and maintain active qualifying insurance — commercial insurance, Medicare, veterans (VA) insurance, or Tricare; and
• Provide accurate eligibility and insurance information.

Not eligible: Medicaid, catastrophic insurance, travelers insurance, and short-term insurance providing less than one (1) year of coverage. If you do not have qualifying insurance, you are not eligible for the Program.

Family memberships: Any individual who is listed as a covered person (beneficiary) under your qualifying insurance policy is a qualifying dependent and may be added to your membership. There is no separate eligibility requirement beyond being covered under your qualifying policy.

3. Membership Fees and Billing

Your membership fee is calculated based on the in-network maximum out-of-pocket (MOOP) of your qualifying insurance policy and is presented to you at enrollment. Members who pay the annual fee upfront receive a 20% discount; a monthly-payment option is also available. The cost calculator on our website provides an estimate only; your actual fee is set at enrollment.

Prepaid-year balance benefit. Each time you pay a full year of membership upfront — at enrollment, when you convert from monthly to annual payment, or at an annual renewal — IHP pays any patient-responsibility balances you still owe to participating facilities for previous visits, with no time limit on how old a balance is and no cap on the amount, provided you had active qualifying insurance at the time of the visit and the balance is the patient responsibility your insurer assigned for it. Balances from visits at which you did not have qualifying insurance — for example, visits billed as self-pay/cash-pay — are not paid under this benefit. Subject to that, the benefit reaches balances from visits before you joined and balances from months in which you paid monthly: if you switch from monthly to annual, outstanding balances are paid at the point you switch, and again with each prepaid year. The benefit applies only to amounts owed to participating facilities and does not extend to anything excluded under Section 5 (for example, services rendered or billed outside a participating facility, retail pharmacy, or motor-vehicle-accident, personal-injury, or other third-party payment matters).

• You authorize us (and our payment processor) to charge your designated payment method for the membership fee on the schedule you select (annual or monthly);
• We may change fees upon thirty (30) days’ advance notice, effective at your next renewal or billing cycle; and
• If a payment fails or is past due, we may suspend your membership and, after notice, terminate it; you remain responsible for amounts owed.

4. Change or Loss of Qualifying Insurance

You must maintain active qualifying insurance for the entire membership period. It is your responsibility to promptly notify us of any change to your insurance so we can keep your membership active.

If you lose qualifying insurance, your membership is suspended and your fees are not refunded; however, you do not lose the value of the unused portion of your membership. The portion of your fee corresponding to the period you have already used is applied, and the remaining balance is held as a credit on your account until you provide updated qualifying insurance.

When you update your insurance, the held credit is applied to your membership fee recalculated for the new policy (based on its in-network maximum out-of-pocket). If your new policy results in a fee equal to or lower than your credit, no additional payment is due and your membership resumes for a new annual term from that date. If your new policy results in a higher fee and the credit is not enough to cover it, you pay the difference to resume your membership.

Care while your account is suspended. If you receive care at a participating facility while your account is suspended and you do not have active qualifying insurance, that visit is treated as self-pay/cash-pay (because you are uninsured at that time) and IHP does not apply. If, however, you in fact had active qualifying insurance at the time of the visit but had not yet updated your information with us, IHP will still apply your membership to that visit, and we will update your account once you notify us. It remains your responsibility to notify us of insurance changes to keep your membership active.

5. What Your Membership Includes and What It Does Not

Included. Eligible services that a participating facility or provider renders in-house at a participating location — for example, emergency services, imaging (CT, X-ray, ultrasound), lab services performed in-house, and in-house medications administered during your visit — to the extent of the patient responsibility your insurer assigns to you (see Section 1 regarding network status).

Not included. Services that are not rendered at a participating facility are not included in your membership, and you remain responsible for their cost.

Services performed or billed outside the participating facility. Some items ordered during a visit are performed or billed by outside third parties — for example, send-out lab work performed by an external laboratory (such as Sonora Quest), or ambulance transfers to another facility. Because those services occur outside the participating facility, they are not included in your membership, and you may receive a separate bill for them directly from the third party.

Retail pharmacy. Prescriptions filled at a retail or outside pharmacy are not part of the membership; please use your existing pharmacy benefits. In-house medications administered during a visit at a participating facility are included as described above.

Motor vehicle accidents and personal-injury matters (third-party payment responsibility). Your membership does not extend to visits or services connected to a motor vehicle accident, personal-injury claim, or any other matter in which a third party may be responsible for payment (for example, through a liability claim, settlement, judgment, or medical lien). In these situations, the participating facility bills in its normal course, and any negotiation or resolution of the facility’s charges or lien — whether handled by you directly or through your attorney — is solely between you (and your attorney) and the facility. IHP plays no role in these matters and does not pay, reduce, negotiate, or release any lien, charge, or third-party claim. If your third-party matter concludes without a recovery (for example, the case is lost) and the facility then processes the visit through its normal billing process using your qualifying insurance, IHP will assist with the resulting out-of-pocket patient responsibility in the same manner as any other eligible visit under this Agreement.

6. Relationship with Providers; Medical Care

IHP does not provide medical care, does not practice medicine, and does not employ the physicians or clinicians who treat you. Participating facilities and providers are independent and are solely responsible for the care they provide. Your membership does not create a physician-patient relationship with IHP. All clinical decisions are between you and your treating provider.

IHP does not guarantee that any particular facility, provider, service, or appointment will be available, or that any facility will remain a participating facility. In an emergency, call 911 or go to the nearest emergency department.

7. Insurance Interaction and Member Obligations

• Present your qualifying insurance at participating facilities so they can bill your insurer;
• Maintain active qualifying insurance and keep your information current;
• Submit any EOBs or bills as described in Section 1, and cooperate with information reasonably needed to administer your membership; and
• Use the Program honestly and not misrepresent eligibility or attempt to obtain membership benefits you are not entitled to.

8. Government Program Beneficiaries (Medicare, Tricare, VA)

IHP is a private membership program and is not affiliated with, endorsed by, or sponsored by Medicare, Tricare, the U.S. Department of Veterans Affairs, or any government agency. If you are a beneficiary of a government healthcare program, you remain responsible for understanding and complying with your program’s rules, and you should confirm with your program or plan any questions about how your membership interacts with your benefits.

9. Term, Renewal, Cancellation, and Refunds

Your membership begins when your enrollment is accepted and your initial fee is processed, and continues for the term you select.

Automatic renewal. Annual memberships renew automatically each year, and monthly memberships renew automatically each month, until cancelled. If you enrolled at standard pricing (the annual fee with the standard 20% prepay discount), your membership renews each year at the same rate, with the 20% annual discount applied at each renewal. If you enrolled using a separate promotional or limited-time discount, that discounted rate applies only for the promotional period; at the end of the promotional period (or when the discount is no longer valid), your membership converts to a month-to-month membership at the then-current monthly rate, unless you elect otherwise.

Cancellation. You may cancel at any time. Cancellation stops future renewals; membership fees already paid are not refunded.

Refunds. Membership fees are non-refundable. If you nonetheless require a refund of the fees paid for your current membership year, the refund is processed only on an all-or-nothing basis for that year: IHP will refund 100% of the fees you paid for that membership year, and in exchange, all payments IHP made on your behalf during that year are reversed. This means the patient-responsibility amounts IHP paid to participating facilities for you during that year will no longer be paid by IHP and will become immediately due and payable by you directly to the applicable facilities at the original (undiscounted) amounts. You may not select which months, visits, or savings to keep; the entire year’s payments are reversed.

Termination by us. We may suspend or terminate your membership for non-payment, loss of eligibility, fraud, abuse, or breach of this Agreement, with notice where required.

Effect of termination. Your membership ends on the termination date, and IHP makes no further payments on your behalf; you remain responsible for any patient responsibility that is not included and for amounts owed.

10. Privacy and Information Sharing

Our handling of your information is described in our Privacy Policy. By enrolling, you authorize IHP, participating facilities and providers, and your insurer to share information about you as reasonably necessary to administer your membership, verify eligibility, and coordinate billing.

11. Communications Consent

You consent to receive communications from us by email, phone, and text message regarding your membership, including this Agreement and account and service notices. Message and data rates may apply; reply STOP to opt out of texts. Marketing messages are subject to your consent where required, and you may opt out at any time.

12. Disclaimers; Assumption of Risk

THE PROGRAM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IHP DOES NOT WARRANT ANY MEDICAL OUTCOME OR THE AVAILABILITY, QUALITY, OR SAFETY OF CARE PROVIDED BY ANY PARTICIPATING FACILITY OR PROVIDER, WHO ARE SOLELY RESPONSIBLE FOR THEIR OWN SERVICES.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IHP AND ITS AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR THE ACTS OR OMISSIONS OF ANY PARTICIPATING FACILITY OR PROVIDER. IHP’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE MEMBERSHIP FEES YOU PAID TO IHP IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Nothing in this Agreement limits liability that cannot be limited under applicable law.

14. Indemnification

You agree to indemnify and hold harmless IHP and its affiliates from claims, damages, and expenses (including reasonable attorneys’ fees) arising out of your breach of this Agreement, your misuse of the Program, or your provision of false or inaccurate information.

15. Dispute Resolution; Governing Law

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws principles. The parties will first attempt in good faith to resolve any dispute informally. Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and you consent to their jurisdiction and venue, and waive any right to a jury trial.

16. Changes to the Program or This Agreement

We may update this Agreement and the Program from time to time. When we do, we will post the updated Agreement on our website and revise the “Last Updated” date at the top, and we will provide notice of material changes as required by law. The current version of this Agreement is always available in your IHP member portal and through the link in the website footer, so you can review the most recent version at any time. Changes take effect when posted (fee changes are governed by Section 3). By continuing to use or maintain your membership after an update takes effect, you agree to the updated Agreement. If you do not agree to an update, you may cancel your membership as described in Section 9.

17. General

This Agreement, together with the Terms of Use and Privacy Policy, is the entire agreement between you and IHP regarding the Program. If any provision is unenforceable, the remainder remains in effect. Our failure to enforce a provision is not a waiver. You may not assign this Agreement; we may assign it to an affiliate or successor. This Agreement may be accepted and signed electronically, which has the same effect as a handwritten signature.

18. Acknowledgment and Electronic Acceptance

By completing your enrollment in the Program — including checking the “I Agree” box — you acknowledge and agree that:

• You have read and understood this Agreement;
• Instinctive HealthPass is a membership program and is NOT insurance, and you will maintain your own active qualifying insurance;
• Your membership applies only to eligible services at participating facilities, and it is your responsibility to verify a facility’s current participation at the time of care; and
• The information you provided is accurate, and you authorize the billing and information-sharing described above.

Electronic acceptance. This Agreement is presented and accepted electronically. When you complete your enrollment, that action is your electronic signature and forms a binding agreement with the same legal effect as a handwritten signature. Our enrollment records — including the name and email associated with your account and the date and time you complete enrollment — evidence your acceptance. We will email you a copy of this Agreement after you enroll, and the current version is always available in your IHP member portal and through the link in the website footer.

Consent to electronic records. You consent to receive this Agreement and all related notices, disclosures, and communications electronically. You may withdraw that consent or request a paper copy at any time by contacting us using the details below; withdrawing consent may prevent you from enrolling in or continuing the Program. To access and keep electronic records, you need a device with internet access, a current web browser, a valid email address, and the ability to view and save PDF or web pages.

19. Contact

Instinctive HealthPass LLC, 9700 N Saguaro Blvd, Suite 200, Fountain Hills, AZ 85268. Member services email: customer@instinctivehealthpass.com. Phone: (602) 699-5244. To submit an EOB or bill: upload it in your member portal at portal.instinctivehealthpass.com. EOBs and bills are not accepted by email.