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SALT Health LLC Agreement

MEMBER AGREEMENT

This Member Agreement (this “Agreement”) is entered as of the date set forth on the signature page hereto (“Effective Date”) by and between SALT Health LLC, an Arkansas limited liability company (“SALT Health”), and the undersigned individual (“You” or “Member”).

BACKGROUND

SALT Health operates a fitness center and health spa to be located at 700 SE Plaza Avenue, Suite B, Bentonville, AR 72712(the “Spa”).

SALT Health Physician PLLC, an Arkansas professional limited liability company (“SALT Clinic”), has entered into a Direct Primary Care Agreement with Member (the “Primary Care Agreement”) which addresses the provision of primary care medical services (“Primary Care Services”) to Member. The website and Member Portal of the Spa is www.salt-health.com.

Member pays Membership Fees (as defined in Section 3 below) to SALT Health for the non-medical services described herein.

SALT Health agrees to provide the Non-Medical Services (defined below) to Member in accordance with the terms and conditions of this Agreement.

AGREEMENT

1. Member. The term “Member” when used in this Agreement, shall refer to the undersigned and each other person with respect to whom SALT Health has agreed to provide services, and who are signatories to an agreement substantially similar in form to this Agreement.
2. Services. SALT Health agrees to provide the services described in Appendix 1 attached hereto (the “Non-Medical Services”).
3. .Membership Fees. In exchange for the Non-Medical Services, Member agrees to pay SALT Health the Enrollment Fee, the Monthly Periodic Fees, and the Additional Fees, all as further set forth in Appendix 2 attached hereto (such fees, the “Membership Fees”). The Membership Fees shall be payable by Member as set forth in Appendix
4. Term and Termination.
   1. Term. This Agreement will commence on the Effective Date and will continue for an initial six (6) month period and, thereafter, will automatically renew for successive six (6) month terms, unless earlier terminated pursuant to the provisions of this paragraph.
   2. Termination. This Agreement may be terminated for the following reasons:
      1. Termination Without Cause. Either party may terminate this Agreement without cause upon sixty (60) days’ advance written notice to the other party.
      2. SALT Health Immediate Termination. SALT Health may immediately terminate this Agreement for cause upon occurrence of any of the following events:
         1. The Member fails to pay Membership Fees owed pursuant to this Agreement and such failure continues for a period of five (5) calendar days after written notice thereof by SALT Health;
         2. The Member’s conviction of a crime that involves fraud or a morally corrupt act;
         3. The Member is abusive or presents an emotional or physical danger to the staff or other members of SALT Health; or
         4. The Member repeatedly fails to adhere to the recommended treatment plan, especially where such failure relates to the Member’s use of controlled substances.
      3. Member Immediate Termination. Member may immediately terminate this Agreement for cause in the event SALT Health ceases operations.
      4. For Cause Termination. In the event either party breaches its, his or her obligations under this Agreement, the non-breaching party shall have the right to terminate this Agreement by providing written notice to the breaching party and following the procedures set forth in this Section. Any such notice shall specify the actions or inactions giving rise to a breach of this Agreement and the parties shall meet within fourteen (14) days to develop a plan of correction to cure the breach. The breaching party shall proceed to cure the breach in accordance with the agreed upon plan of correction and, in the event the breaching party has not cured, or made substantial progress in curing, the breach within the agreed upon timeline to accomplish the plan of correction, or in the event that the parties do not agree upon a mutually acceptable plan of correction or timeline, the non-breaching party may thereupon terminate this Agreement by providing at least thirty (30) days’ prior written notice to the breaching party.
      5. Automatic Termination. This Agreement shall automatically terminate upon the termination of the Primary Care Agreement.
      6. Effect of Termination. In the event of termination of this Agreement, each party’s obligation to the other party shall cease, except for those obligations which survive the expiration or termination of this Agreement.
   3. Severability. If for any reason any provision of this Agreement shall be deemed, by a court of competent jurisdiction, to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of this Agreement shall not be affected, and 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.
   4. Assignment. This Agreement, and any rights Member may have under it, may not be assigned or transferred by Member.
   5. Jurisdiction. This Agreement shall be governed and construed under the laws of the State of Arkansas and all disputes arising out of this Agreement shall be settled in the court of proper venue and jurisdiction for the SALT Health address in Bentonville, Arkansas.

SALT Health Physician PLLC Agreement

DIRECT PRIMARY CARE AGREEMENT

This Direct Primary Care Agreement (this “Agreement”) is entered as of the date set forth on the signature page hereto (“Effective Date”) by and between SALT Health Physician PLLC, an Arkansas professional limited liability company (“SALT Clinic”), and the undersigned individual (“You” or “Member”).

BACKGROUND

SALT Health LLC, an Arkansas limited liability company (“SALT Health”), operates a fitness center and health spa (the “Spa”) at 700 SE Plaza Avenue, Suite A, Bentonville, AR 72712.

SALT Health and Member have entered into a Member Agreement (the “Member Agreement”) which addresses the provision of non-medical services to Member (the “Non-Medical Services”).

SALT Clinic has opened a medical clinic (the “Medical Clinic”) at a temporary location at 803 SE Plaza Avenue, Suite 5, Bentonville, AR 72712 (the “Temporary Clinic Location”). SALT Clinic will relocate the Medical Clinic from the Temporary Clinic Location to 700 SE Plaza Avenue, Bentonville, Arkansas 72712 (the “Permanent Clinic Location”). When the Medical Clinic is relocated to the Permanent Clinic Location, the Medical Clinic will be located within the Spa as Suite A. SALT Clinic operates the Medical Clinic and provides primary care medical services in the Medical Clinic through various physicians employed or otherwise affiliated with SALT Clinic (each, a “Physician” and, collectively, the “Physicians”).

The website and Member Portal of the Spa and Medical Clinic is www.salt-health.com.

Member agrees to pay the Membership Fees (as defined in Section 3 below) for the primary care medical services described herein.

SALT Clinic agrees to provide the Primary Care Services (defined below) to Member, all in accordance with the terms and conditions of this Agreement.

AGREEMENT

1. Member. The term “Member” when used in this Agreement, shall refer to the undersigned and each other person with respect to whom SALT Clinic have agreed to provide services, and who are signatories to an agreement substantially similar in form to this Agreement.
2. Services. SALT Clinic agrees to provide the primary care medical services described in Appendix 1 attached hereto (the “Primary Care Services”).
3. .Membership Fees. n exchange for the Primary Care Services, Member agrees to pay the Monthly Periodic Fees and the Additional Fees, all as further set forth in Appendix 2 attached hereto (such fees, the “Membership Fees”). The Membership Fees shall be payable by Member as set forth in Appendix 2.
4. Non-Participation in InsuranceMember acknowledges that neither SALT Clinic, nor any of the Physicians, participate in any health insurance, health maintenance organization (HMO) plans, preferred provider organization (PPO) plans or any other third-party insurance programs (“Third-Party Reimbursement Programs”). Physicians have opted out of Medicare. Neither SALT Clinic nor the Physicians make any representations regarding the ability of Member to obtain any reimbursement of any Membership Fees or other fees payable under this Agreement with respect to any Third-Party Reimbursement Program. The Member shall retain full and complete responsibility for any such determination. If the Member is eligible for Medicare, or during the term of this Agreement becomes eligible for Medicare, then Member will sign the agreement attached as Appendix 3, and incorporated herein by reference. This Agreement acknowledges Member’s understanding that the Physician has opted out of Medicare, and as a result, Medicare cannot be billed for any services performed for Member by the Physician or SALT Clinic. Member agrees to refrain from billing Medicare or attempting to obtain Medicare reimbursement for any such services.
5. Insurance or Other Medical Coverage. MEMBER ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT IS NOT AN INSURANCE PLAN, AND NOT A SUBSTITUTE FOR HEALTH INSURANCE OR OTHER HEALTH PLAN COVERAGE (such as membership in an HMO or any other Third-Party Reimbursement Program). This Agreement will not cover hospital services, or any services not personally provided by SALT Clinic, or its Physicians, as described herein. Member acknowledges that SALT Clinic has advised that Member obtain or keep in full force such health insurance policy(ies) or plans that will cover Member for general healthcare costs. Member acknowledges that THIS AGREEMENT IS NOT A CONTRACT THAT PROVIDES HEALTH INSURANCE, in isolation does NOT meet the insurance requirements of the Affordable Care Act, and is not intended to replace any existing or future health insurance or health plan coverage that Member may carry. This Agreement is for ongoing primary care, and the Member may need to visit the emergency room or urgent care when medically necessary. SALT Clinic will make every effort to ensure that a Physician is available at all times via phone, email, or other methods such as “after-hours” appointments when appropriate, but Physician cannot guarantee 24/7 availability. SALT Clinic will make reasonable efforts to provide care in-person or virtually within twenty-four (24) hours of request.
6. Term and Termination.
   1. Term. This Agreement will commence on the Effective Date and will continue for an initial six (6) month period and, thereafter, will automatically renew for successive six (6) month terms, unless earlier terminated pursuant to the provisions of this paragraph.
   2. Termination. This Agreement may be terminated by the following parties for the following reasons:
      1. Termination Without Cause. (i) Termination Without Cause. Either party may terminate this Agreement without cause upon sixty (60) days’ advance written notice to the other parties.
      2. SALT Clinic Immediate Termination. Subject to compliance with any applicable patient abandonment laws, SALT Clinic may immediately terminate this Agreement for cause upon occurrence of any of the following events:
         1. The Member fails to pay Membership Fees owed pursuant to this Agreement and such failure continues for a period of five (5) calendar days after written notice thereof by SALT Clinic;
         2. The Member’s conviction of a crime that involves fraud or a morally corrupt act;
         3. The Member is abusive or presents an emotional or physical danger to the staff or other members of SALT Clinic; and
         4. The Member repeatedly fails to adhere to the recommended treatment plan, especially where such failure relates to the Member’s use of controlled substances.
      3. Member Immediate Termination. Member may immediately terminate this Agreement for cause in the event SALT Clinic ceases operations.
      4. For Cause Termination. In the event either party breaches its, his or her obligations under this Agreement, the non-breaching party shall have the right to terminate this Agreement by providing written notice to the breaching party and following the procedures set forth in this Section. Any such notice shall specify the actions or inactions giving rise to a breach of this Agreement and the parties shall meet within fourteen (14) days to develop a plan of correction to cure the breach. The breaching party shall proceed to cure the breach in accordance with the agreed upon plan of correction and, in the event the breaching party has not cured, or made substantial progress in curing, the breach within the agreed upon timeline to accomplish the plan of correction, or in the event that the parties do not agree upon a mutually acceptable plan of correction or timeline, the non-breaching party may thereupon terminate this Agreement by providing at least thirty (30) days’ prior written notice to the breaching party.
      5. Automatic Termination. This Agreement shall automatically terminate upon the termination of the Member Agreement.
      6. Practice List and Member Records. In the event SALT Clinic terminates this Agreement pursuant to any of the above provisions, SALT Clinic will provide the Member with (i) a list of other practices in the community in a manner consistent with any applicable patient abandonment laws in the State of Arkansas (ii) a copy of Member’s medical records, subject to and consistent with applicable law.
      7. Effect of Termination. In the event of termination of this Agreement, each party’s obligation to the other party shall cease, except for those obligations which survive the expiration or termination of this Agreement.
7. Privacy and Communications. Member acknowledges that communications with the Physician using e-mail, facsimile, video chat, instant messaging, and cell phone are not guaranteed to be secure or confidential methods of communications. The Medical Clinic will make an effort to secure all communications via passwords and other protective means and these will be discussed in an annually updated Health Insurance Portability and Accountability Act (HIPAA) “Risk Assessment.” The Medical Clinic will make an effort to promote the utilization of the most secure methods of communication, such as software platforms with data encryption, HIPAA familiarity, and a willingness to sign HIPAA Business Associate Agreements. This may mean that conversations over certain communication platforms are highlighted as preferable based on higher levels of data encryption, but many communication platforms, including email, may be made available to the Member. If the Member initiates a conversation in which the Member discloses “Protected Health Information (PHI)” on one or more of these communication platforms then the Member has authorized the Medical Clinic to communicate with the Member regarding PHI in the same format.
8. Indemnification. Member agrees to indemnify and to hold the Medical Clinic and its members, officers, directors, agents, and employees harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including interest, penalties, attorney fees, etc. which are imposed upon or incurred by the Medical Clinic as a result of the Member’s breach of any of Member’s obligations under this Agreement.
9. Assignment.. This Agreement, and any rights Member may have under it, may not be assigned or transferred by Member.
10. Jurisdiction. This Agreement shall be governed and construed under the laws of the State of Arkansas and all disputes arising out of this Agreement shall be settled in the court of proper venue and jurisdiction for the SALT Clinic address in Bentonville, Arkansas.
11. Jurisdiction. This Agreement shall be governed and construed under the laws of the State of Arkansas and all disputes arising out of this Agreement shall be settled in the court of proper venue and jurisdiction for the SALT Clinic address in Bentonville, Arkansas.
12. Member Understandings:
    • This Agreement is for ongoing primary care and is NOT a medical insurance agreement.
    • In the event of a medical emergency, I agree to call 911 first.
    • I understand SALT Clinic makes no guarantee of after-hours availability of Medical Clinic appointments. This agreement is for ongoing primary care, not emergency care. SALT Clinic will make reasonable efforts to provide care in-person or virtually within 24 hours of a request.
    • I understand Primary Care Services may be provided by any available SALT Clinic Physician.
    • I do NOT expect SALT Clinic or any Physician to file or fight any claims on my behalf with any Third- Party Reimbursement Program. understand SALT Clinic makes no guarantee of after-hours availability of Medical Clinic appointments.
    • I do NOT expect SALT Clinic or any Physician to prescribe chronic controlled substances on my behalf. (These include commonly abused opioid medications, benzodiazepines, and stimulants.)
    • In the event I have a complaint about a Physician, I will first notify SALT Clinic or the Physician directly.
    • This Agreement (without a “wrap around” compliant insurance policy) does not meet the individual insurance requirement of the Affordable Care Act.
    • I am entering into this Agreement (myself and my family, if applicable) with SALT Clinic voluntarily.
    • I may receive a copy of this Agreement upon request.
    • This Agreement is non-transferable.

Membership Plan Details