Terms & Conditions

CALL A DOCTOR PLUS CUSTOMER SERVICE AGREEMENT

Terms and Conditions

Call a Doctor Plus is not health insurance and does not replace your primary care physician, but is a resource platform designed to improve wellness and lifestyle. If you have an urgent medical condition, please dial 911. All services HIPAA compliant. Call a Doctor Plus is not available in Arkansas.

  1. SERVICES. During the Term (as defined below) and on a non-exclusive basis, Call A Doctor Plus will provide Customer with the Teladoc telemedicine services and Health Advocate telephonic counseling, patient advocacy and concierge services set forth on the attached Schedule 1 ("Services") for use by Customer, including Customer's legal dependents.
  2. DUTIES OF THE PARTIES.
    • A. Duties of Call A Doctor Plus. Call A Doctor Plus shall (i) deliver and support the Services; (ii) manage and securely maintain a database of profile information provided by Customer; and (iii) provide Customer with utilization reports upon request. Call A Doctor Plus may discontinue any Service without liability at any time; provided, however, Call A Doctor Plus will use reasonable efforts to notify Customer in advance of any such discontinuation.
    • B. Duties of Customer. Customer shall (i) submit to Company or its designated Third Party Administrator ("TPA") enrollment information; and (ii) timely make all payments to Company.
  3. PRICING AND PAYMENT. Customer shall pay Company or its designated TPA (i) a monthly fee ("Fee") for use of Company's services. Any payment not received by Company or its designated TPA on or before the due date shall result in suspension of the Services. Company reserves the right to change the Fee and other fee pricing for any future Effective Period upon providing written notice to Customer at least sixty (60) days prior to the expiration of the then-current Effective Period. All amounts shall be payable by Customer to Company or its designated TPA without right of setoff, deduction or demand.
  4. TERM AND TERMINATION. Unless otherwise set forth, this Agreement shall be effective until the one month anniversary of the Effective Date of this Agreement, and shall automatically renew for additional one-month periods on each anniversary of the Effective Date. Each one-month period of this Agreement is referred to as an "Effective Period" and collectively all of the Effective Periods of this Agreement are referred to as the "Term." Either party may terminate this Agreement at any time by providing the other party at least thirty (30) days prior written notice. Company may immediately terminate this Agreement upon written notice to Customer if Customer fails to make any payment to Company or its designated TPA when due.
  5. OWNERSHIP. All materials, including all copyrights, trademarks, logos and other identifying marks (collectively "Materials") shall remain the exclusive property of Company. All Materials are proprietary and may not be reproduced, duplicated or disseminated for any purpose. CADRPlus.com, Teladoc.com, MyLIfeValues.com and any other Web site(s) made available by Company for promotion and/or use of the Services (collectively, the "Website"), are and shall remain the exclusive property of Company, Teladoc, and Health Advocate.
  6. REPRESENTATIONS AND WARRANTIES.
    • A. Company represents and warrants to Customer that Company, Teladoc, and Health Advocate will abide by and comply with the Health Insurance Portability and Accountability Act of 1996 with respect to any personal medical information provided to Company, Teladoc, or Health Advocate by Customer.
    • B. Customer acknowledges, understands, and agrees that (i) the physicians, consultants and others providing services in connection with the Services will not treat severe and/or emergency conditions as part of the Services and may recommend that Customer visit his/her primary care physicians, specialists or local facility if deemed appropriate, in the sole and absolute discretion of such; and (ii) when Customer provides prior written permission, physicians providing services in connection with the Services will facilitate continuity of care.
    • C. Each party represents and warrants to the other party that (i) it has the full right, power, and authority to enter into and to perform this Agreement; and (ii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally.
    • D. DISCLAIMER OF WARRANTIES. COMPANY DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OR PROVISION OF THE SERVICES. ALL INFORMATION, MATERIALS, AND SERVICES ARE PROVIDED TO CUSTOMER "AS IS." EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS, OR ANY TREATMENT, ACTION OR APPLICATION OR PREPARATION OF MEDICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE SERVICES.
  7. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES: ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY'S AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT FOR THE ONE (1) MONTH PERIOD PRIOR TO THE FIRST OCCURRENCE OF THE APPLICABLE DAMAGES, LOSSES, FEES, CHARGES, EXPENSES, AND/OR LIABILITIES.
  8. INDEMNIFICATION. Each party (each, the "Indemnifying Party") agrees to defend, indemnify and hold harmless the other party and the other party's owners, officers, directors, employees, contractors, representatives, agents, and affiliated entities (collectively, the "Indemnified Parties") from and against any third party claims (each, a "Claim") arising out of or in connection with any breach of this Agreement by the Indemnified Party including, without limitation, a breach of any representation, warranty, covenant, or obligation under this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim and shall reasonably cooperate with the Indemnifying Party in the defense of such Claim.
  9. GENERAL TERMS. This Agreement is the entire agreement between Company and Customer and supersedes any prior understandings or written or oral agreements between Company and Customer with respect to the subject matter of this Agreement. No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement. Customer's obligation to pay for any Services received by Company, Teladoc, or Health Advocate and each of the provisions of Sections 5 through 12 shall survive the expiration or earlier termination of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. All exhibits and schedules to this Agreement are true, correct, and are hereby incorporated into by reference and made a part of this Agreement. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by Company and Customer and their successors and assigns. This Agreement shall not be construed to give any person other than Company and the Customer any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement may only be amended or changed pursuant to a written document duly executed by both Company and Customer. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent entity and not as an agent of the other party for any purpose, and neither will have the authority to bind the other.
  10. NOTICES. All notices and other communications required pursuant to this Agreement shall be written and shall be delivered by one or more of the following methods: (a) USPS First Class Mail addressed to the parties at the addresses set forth above; (b) nationally recognized overnight delivery service (such as FedEx, UPS, DHL or USPS Express Mail) addressed to the parties at the addresses set forth above; or (c) electronic mail to the parties at the electronic addresses set forth above. Parties may designate alternate addresses in writing. Each such notice shall be deemed delivered (i) in the case of delivery by USPS First Class Mail or overnight delivery service, on the date delivered or the date delivery is refused by the recipient; and (b) in the case of electronic mail, on the date sent the electronic mail is sent to the recipient.
  11. DISPUTE RESOLUTION. Except as otherwise specifically set forth in this Agreement, the parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of this Agreement (each, a "Dispute") solely pursuant to the terms of this Section.
    • A. Management Resolution. All Disputes shall first be referred to the parties' authorized representatives for discussion and resolution of the Dispute ("Management Resolution"), which representatives are the individuals who have executed this Agreement on behalf of their party.
    • B. Arbitration. If Management Resolution fails to resolve the Dispute, then the Dispute shall be resolved by final, binding arbitration ("Arbitration") administered by the American Arbitration Association ("AAA") under the AAA's Commercial Arbitration Rules. In the event of any Arbitration, action to compel Arbitration, action to enforce an Arbitration award or action to seek injunctive relief pursuant to this Agreement, the prevailing party in such proceeding shall be entitled to an award of their reasonable attorneys' fees and costs for each such proceeding, including the Arbitration, trial and for all levels of appeal.
    • C. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan (without giving effect to principles of conflicts of laws). For any action to compel Arbitration, enforce an Arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the (i) venue of Oakland County, Michigan, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Oakland County, Michigan, USA.
    • D. Injunctive Relief; Cumulative Remedies. Each party acknowledges and agrees that a violation or breach of any of the ownership or non-disclosure provision of this Agreement could cause irreparable harm to the non-breaching party for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of the ownership or non-disclosure provisions of this Agreement, and each party hereby expressly waives any objection, in any such equitable action, that the other party may have an adequate remedy at law. The rights and remedies set forth in this Agreement are cumulative and concurrent and may be pursued separately, successively or together.

SCHEDULE 1

DESCRIPTION OF SERVICES

Call A Doctor Plus

Call A Doctor Plus provides a comprehensive, bundled service composed of three leading services, TELADOC, HEALTH ADVOCATE and WELLCARD HEALTH. Call A Doctor Plus is not health insurance and does not replace your primary care physician, but is a resource designed to improve wellness and lifestyle. If you have an urgent medical condition, please dial 911. All services HIPAA compliant. Call A Doctor Plus is not available in Arkansas.

  1. Fulfillment: Call A Doctor Plus or its designated TPA will provide the following.
    • 1. A welcome email sent to the email address provided outlining the steps to activate the Customer's account and access services.
    • 2. Membership Card with integrated Color tri-fold brochure mailed to address specified by Customer.
    • 3. Toll-free numbers and website login information.

TELADOC

Teladoc provides a network of licensed physicians and specialists accessible via telephone or secure email.

  • Coverage for Members, including legal dependents.
  • Membership Cards with unique Members identification number for each Member.
  • Physician Consultations - Available 24 hours per day, 7 days per week, and 365 days per year.
    • a. BY PHONE Customers access to a special toll-free number.
      • i. Priority: Usually within 14 minutes on average, guaranteed within 1 hour. Requires receipt of a completed Medical Assessment and History Questionnaire to create a physician/patient relationship and for medication to be ordered.
      • ii. By Appointment: available within 1 hour. Requires receipt of a completed Medical Assessment and History Questionnaire to create a physician/patient relationship and ordering medications.
    • b. ONLINE
      • i. VIDEO: Secure video consultation with a physician through our secure video system. Ask medical questions.
  • Prescription Program - Only Customers who have accurately and fully completed the Medical Assessment and History Questionnaire and established a physician/patient relationship are eligible to receive medications. NO controlled medications are available through TELADOC.
  • Member Services Toll Free Support: Customers have access to Customer only toll-free support, 24/7.
  • Physician Response Times:
    • a. Tele-Consult By Appointment - Within approximately 1 hour, or as requested by member.
    • b. Tele-Consult Priority - Within approximately 14 minutes on average, but no later than within 1 hour.
  • System Availability - Commercially reasonable efforts to make the Services available in full at all times.

HEALTH ADVOCATE

TELEPHONIC EMPLOYEE ASSISTANCE PROGRAM
Health Advocate will provide its EAP Services to all eligible members Members of the Call A Doctor Plus program, and their dependents. The Health Advocate EAP Service includes the following services:

  1. The Health Advocate Basic EAP Service:
    • A 24-hour Emergency Hot Line;
    • Unlimited Telephonic Critical Incident Stress Debriefing Support;
    • Professional telephone evaluation for the nature and scope of personal problems, and referral, if needed, to appropriate professional counseling or other necessary care; this referral, which is offered by Health Advocate, may or may not be utilized by the EAP Member;
    • Case management for in-patient and out-patient treatment; and
    • Unlimited Telephonic Manager Consultations.
  2. Access to Health Advocate Telephonic Support for Work/Life Services:
    • Childcare: Child Care Centers, Family Child Care Homes, Nanny Agencies, Summer Camps, Babysitter Tips, Community Resources;
    • Eldercare: Nursing Homes, Assisted-Living Facilities, Independent Living Facilities, Home Healthcare, Hospice, Respite Care, Geriatric Care Managers, Senor Centers, Adult Day Care Centers, Community Services and Resources;
    • Legal: Family Law Issues, Real Estate, Criminal Matters, Estate Planning, Motor Vehicle, Elder Law;
    • Financial: Debt Management, Budgeting, College Funding, Retirement Strategies, Life Insurance Needs; and
    • Unlimited Telephonic Consultation

MEDICAL BILL SAVER

  1. DESCRIPTION OF SERVICES: The Medical Bill Saver program ("MBS") is an extension of the Health Advocate's Services as described in the Description of Services Section of the Plan Sponsor Agreement to which this Exhibit is attached. Health Advocate will make MBS available to Client for use by Members as this term is defined in Section 1 of the Plan Sponsor Agreement. MBS consists of the following features:
    • Access by Members - Members access MBS by calling Health Advocate's toll free number - 877-240-6863.
    • Specialized Negotiation Unit - Members are given access to a Specialized Negotiation Unit ("SNU"). If you get a bill for a medical service including, but not limited to bills from physicians, hospitals, surgery centers, radiology and other diagnostic service providers, and/or various ancillary medical providers ("Providers") that has a remaining balance of $400 or more (or more than one bill from the same provider or facility with remaining balances that together total $400 or more) that is/are not covered by your insurance plan, our SNU will contact the Provider or facility and attempt to have your bill reduced. The SNU will attempt to negotiate any Provider bills regardless of insurance or benefit status (e.g., insured, underinsured, non-covered service, out-of-network service). In addition, the SNU will attempt to negotiate Provider discounts and/or payment terms prior to a Member receiving care, (e.g., non-covered services and out-of-network care). This Service does not apply to amounts you owe due to the co-payment, deductible or coinsurance provisions of your health insurance plan.
    • Fee Benchmarking Databases - The SNU will consult with various public and proprietary databases and reference tools in order to optimize savings to Members.
    • Provider Acceptance - Health Advocate will secure a written release from the provider accepting the terms and conditions negotiated on the Member's behalf.
    • Savings Result Statement - Health Advocate will provide each Member with a written statement summarizing the outcome of the negotiation with a provider and outlining any applicable terms and conditions of the required payment due to the provider. The Member shall be financially responsible for making payment in accordance with the terms and conditions outlined in the written statement. The Member will be advised that in the event he/she does not adhere to such terms and conditions, the provider is not obliged to accept less than what the provider originally billed the Member.
  2. MEMBER FEES: Whenever Health Advocate is able to negotiate a reduction in the amount owed to Providers by Members, Members are responsible for payment to Health Advocate of a fee. The fee payable to Health Advocate is twenty five percent (25%) of the amount of the discount obtained by Health Advocate on the Member's behalf. Therefore, the total savings by the Member is the negotiated savings to the Eligible Member less 25% of that amount.
  3. EMPLOYEE COMMUNICATIONS: Health Advocate will provide Client with MBS communication materials designed to promote awareness and utilization by Subscribers. If desired, Health Advocate can customize its MBS communications to coordinate with and enhance a Group's benefit strategy (e.g., Consumer Driven Health Plans ("CDHP"), Health Savings Account ("HAS") plan offerings, etc.). Client will assume cost of any non-standard materials.
  4. REPORTING:
    • Annual management report with aggregate program activity will be provided.
    • More frequent and/or robust reporting is available upon request, the terms and conditions of which shall be mutually agreed to by Client and Health Advocate.
  5. TERMS AND CONDITIONS: Health Advocate will make commercially reasonable efforts to negotiate savings on behalf of Members. Health Advocate does not make any promise or guarantees regarding the outcome of such negotiations.