This Member Service Agreement and the associated Terms of Service (collectively “Terms of Service”) are entered into between Crossover Medical Group, APC (“Crossover”) and an individual patient (“Member” or “you”), who is electing to engage Crossover in the provision of medical care, health promotion, and lifestyle services (as defined in Section 1). These Terms of Service govern your use of (a) the Service, (b) Crossover’s mobile application or any successor app (the “App”), (c) Crossover’s website available at partners.crossoverhealth.com or any successor site (the “Website”), (d) all content, tools, features and functionalities offered on or through Crossover’s App or Website which collectively form the basis of Crossover’s member technology (the “Member Technology”), and (e) all other services provided by Crossover (items (a) through (e) which when referred to collectively will be known as the “Service”).
BY USING THE SERVICE, YOU ACCEPT ALL OF THE PROVISIONS OF THESE TERMS OF SERVICE AND REPRESENTS TO CROSSOVER THAT YOU ARE AT LEAST 18 YEARS OF AGE AND LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN YOU ARE NOT AUTHORIZED TO USE ANY ASPECT OF THE SERVICE.
The Service is currently available only to individuals over the age of 18 years who reside in the United States. Individuals under the age of 18 and/or residing outside the United States are not eligible for Membership or to use the Service. THESE TERMS OF SERVICE INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF YOUR RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST CROSSOVER THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE. BY USING ANY ASPECT OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS OF SERVICE.
- Service. Members will have access to the Primary Health services described in Exhibit A (the “Service”) upon selecting and paying for a Care Program from those described in Exhibit B. Please note that the fees paid for such Care Program will only apply to the Services specifically described in Exhibit A for the period of the Care Program selected. Crossover may add or discontinue any or all of the Service at any time, at Crossover’s sole discretion, but will provide Members with at least: (a) thirty (30) days’ advance written notice for Members who have elected a Care Program that extends for six (6) months or longer, or (b) five (5) days’ advance written notice for any Care Programs that are shorter than six (6) months.
- Non-Covered Service. You understand and acknowledge that you are responsible for any charges incurred for health care services (a) performed outside the scope of the Service, including without limitation, emergency room visits, hospital and specialist care and imaging and lab tests performed by third parties; and/or (b) provided by Crossover and/or its affiliated healthcare providers, but not specifically described in Exhibit A (collectively, “Non-Covered Services”).
- WE STRONGLY ENCOURAGE YOU TO MAINTAIN YOUR OWN HEALTH INSURANCE TO COVER NON-COVERED SERVICES. YOU ACKNOWLEDGE THAT THE SERVICES SHOULD NOT BE USED FOR EMERGENCY SITUATIONS. YOU SHOULD CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM IN THE EVENT OF A HEALTH EMERGENCY.
- Care Teams. Crossover is a comprehensive, integrated, and coordinated approach to healthcare. As such, we deliver care through teams of providers and staff who collaborate to provide care (collectively referred to as a “Care Team”). While most Members establish direct relationships with individual providers, you should understand that different providers within the Care Team may respond at certain times, have access to your shared health information at all times, and work together to provide responsive Services.
- Member Technology. Crossover’s proprietary Member Technology provides certain operational, management, and administrative services designed to complement your use of the Service along with such other content, tools, features and functionality that may be offered on or through the Member Technology from time to time. For example, Members may use the Member Technology to ask questions and leave messages for the Crossover Care Team. In addition to the Services, Members will have access to certain pre-prepared information and links to third party information through the Member Technology. You acknowledge and agree that such information is not intended to replace medical or other professional advice offered by a physician or other professional healthcare provider.
- User Account. Members who are at least 18 year of age and reside in the United States are eligible to use the Service to engage with Crossover solely for such Member’s personal use in accordance with these Terms of Service. To access the Service, you must create an account by completing the registration process via the Member Technology. You are responsible for providing and maintaining accurate contact information, which may include your name, email address, physical address, phone number, and related identifying personal information. Please review Crossover’s Notice of Privacy Practices to learn how your personal health information is collected, used, shared and protected.
- Care Programs. You may select a Care Program that is associated with varying access to Services as set forth in Exhibit B. The Crossover Care Team may recommend that you modify or extend your Care Program due to your health situation. You will be given the opportunity to adjust the Care Program on the advice of the Care Team to a longer Care Program at the then-current rate for such Care Program (with credit for the amount paid for the original Care Program you purchased). Crossover may change its pricing for the Care Programs at any time, however any such changes will not be retroactive.
- Confidentiality of User Account. You are the sole authorized user of your User Account, and are responsible for maintaining the confidentiality of any password and account name for accessing the Service. You are solely and fully responsible for all activities that occur under your password and User Account. Please contact Crossover immediately should you suspect any unauthorized activity or other breach of security.
- Fees. Member will pay a fee for the Care Program selected in accordance with the then-current fee schedule published by Crossover (“Fee Schedule”).
- Payment. All Care Programs other than the twelve-month Care Plan must be paid for in full and in advance at the time of selection. The twelve-month Care Plan may be paid for in full and in advance at the time of selection, or in monthly installments. Payment may be made by credit card, debit card, health savings card, or other means that Crossover may make available. Crossover utilizes a third-party payment processor to manage payments and you hereby agree to agree to the terms and conditions applicable to use of such payment processor’s services.
- Renewal. The twelve-month Care plan will automatically renew each year unless you cancel your Membership. All other Care Programs will expire at the end of the Care Program period purchased.
- Cancellation. You may cancel your Membership at any time by contacting Member Services at firstname.lastname@example.org or by calling (949) 484-0359.
- Refunds. Requests for refunds are evaluated on a case by case basis. Please submit refund requests to email@example.com.
- YOU UNDERSTAND AND ACKNOWLEDGE THAT NEITHER THESE TERMS OF SERVICE, NOR THE SERVICE PROVIDED BY CROSSOVER PURSUANT TO THESE TERMS OF SERVICE, CONSTITUTE A CONTRACT OF INSURANCE, NOR DOES CROSSOVER PROVIDE COMPREHENSIVE HEALTH INSURANCE COVERAGE.
- Not an Insurance Program. You understand and acknowledge that the Service provided pursuant to these Terms of Service is not covered by any public or private health insurance program (“Insurance Program”).
- No Reimbursement. You understand and agree to be wholly responsible for the payment of the fees Crossover charges for the selected Care Program, regardless of the existence of coverage for similar services under any Insurance Program, and that you may not submit a claim or bill to, or seek reimbursement from, any Insurance Program for any item or service received pursuant to these Terms of Service. You understand that you will not be able to appeal any determinations that an Insurance Program will not pay for or reimburse you for any service received pursuant to these Terms of Service.
APPLICABLE SERVICE TERMS
- Authorization. In using the Service, you hereby give Crossover and the Care Team permission to provide medical care to you. You may withdraw this consent at any time by emailing firstname.lastname@example.org.
- Member’s Health Information. You understand and agree that in order to provide the Service, your health information (such as asynchronous and synchronous communications, medical test results, consult reports from specialists, etc.) will be saved, stored, accessed, analyzed, and utilized by the Care Team. Please refer to Crossover’s Notice of Privacy Practices which describes how we collect, use, share and protect your health information.
- License. Subject to your compliance with these Terms of Service, Crossover hereby grants to you a personal, nonexclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use Member Technology on your mobile device or computer. This license includes a right to access or use any third-party software or services embedded or included as part of a permitted use of Member Technology. These Terms of Service are limited to the intellectual property rights of Crossover and its affiliates and licensors and do not include any rights to other patents or intellectual property. Crossover reserves all rights not expressly granted to you pursuant to these Terms of Service. The limited rights granted to you to access and use Member Technology comprise a limited license and do not constitute the sale of any software program.
•You agree that you will: (i) not use the Member Technology for any unlawful purposes; (ii) not use the Member Technology for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct; (iii) not use the Member Technology to advertise, solicit or transmit commercial advertisements or any other form of solicitation or unauthorized communication, including “spam”; (iv) not use the Member Technology to cause nuisance, annoyance or inconvenience; (v) not try to harm or willfully impair the proper operation of the Member Technology; and (vi) only use the Member Technology for your own personal use and will not resell it to a third party or otherwise use it for commercial purposes.
• You agree that you will not directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Member Technology in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) use the Member Technology in any service bureau arrangement; (iii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Member Technology, any updates, or any part thereof in any form or manner or by any means; (iv) harvest or scrape any content or data from the Member Technology, or (v) permit any third party to engage in any of the acts described in clauses (i) through (iv).
• You agree that you will not: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Member Technology; (ii) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Member Technology, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Member Technology); (iii) use any means to discover the source code of any portion of the Member Technology; or (iv) otherwise circumvent any functionality that controls access to or otherwise protects the Member Technology.
• Crossover, and its licensors, reserve the right to change, suspend, remove, or disable access to the Member Technology for any member without notice and without reason at any time. In no event will Crossover be liable for the removal of or disabling of access to the Member Technology. Crossover may also impose limits on the use of or access to the Member Technology, in any case and without notice or liability.
- Internet Charges. You are responsible for providing the mobile device, wireless service plan, Internet connections and/or other equipment or services you need to download, install and/or use the Member Technology. CROSSOVER DOES NOT GUARANTEE THAT THE MEMBER TECHNOLOGY CAN BE ACCESSED AND USED ON ANY PARTICULAR DEVICE OR WITH ANY PARTICULAR SERVICE PLAN. CROSSOVER DOES NOT GUARANTEE THAT THE MEMBER TECHNOLOGY WILL BE AVAILABLE IN ANY PARTICULAR GEOGRAPHIC LOCATION. As part of utilizing the Member Technology, you may receive push notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you outside or inside the Member Technology (“Push Messages”). You acknowledge that, when using the Member Technology on a mobile device, your wireless service provider may charge fees for data, text messaging and/or other wireless access. YOU ARE SOLELY RESPONSIBLE FOR ANY FEE, COST OR EXPENSE INCURRED TO DOWNLOAD, INSTALL AND/OR USE THE MEMBER TECHNOLOGY ON A MOBILE DEVICE INCLUDING THE RECEIPT OF PUSH MESSAGES FROM CROSSOVER.
- Updates. Crossover may make available certain updates or upgrades to the Member Technology that further enhance or improve the Member Technology (“Updates”). The license granted herein allows Members to download and use the Updates pursuant to the same terms and conditions applicable to the Member Technology.
- Member’s Content. The Member Technology will allow Members to upload, submit and transmit personal health information, data and content (“Member Content”) to Crossover and the Care Team in order to provide Crossover and the Care Team with more context and care insights. You are responsible for ensuring that your Member Content is complete and accurate. You acknowledge that if you elect not to provide such information, or if you provide incomplete or inaccurate information, you may not get the full benefit of the Service, the Care Team may not have complete information to provide comprehensive care, and other aspects of the Service may be degraded. You acknowledge and understand that the Member Content you share via the Member Technology will be accessible by the entire Care Team. You hereby grant to Crossover a nonexclusive, royalty-free, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work of your Member Content(a) during the term of these Terms of Service (b) on a perpetual basis in an anonymized or aggregated form for any lawful purpose. By submitting Member Content through the Service, you represent and warrant (x) that you own or otherwise control all of the rights to your Member’ Content; (y) that your Member Content is accurate and complete; and (z) that Crossover’s and the Care Team’s use of your Member Content does not violate these Terms of Service and will not cause injury to any person or entity.
- Third Party Services. Member Technology may display, include or make available content, data, information, applications or materials from third parties (“Third Party Content”) or provide links to certain third-party web sites. By using Member Technology, you acknowledge and agree that Crossover is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Content or web sites. Crossover does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third Party Content or third party’s web sites, or for any other materials, products, or services of third parties. Third Party Content and links to other web sites are provided solely as a convenience to Member. Member acknowledges and agrees that such information is not intended to replace medical or other professional advice offered by a physician or other professional healthcare provider.
- No Endorsements. You should not construe Crossover’s publication of any content, data, information or links to Third Party Content on the Member Technology as an endorsement by Crossover of the views expressed therein, or any warranty or guarantee of any strategy, recommendation, treatment, action or application of medication or preparation made by the author of such Third Party Content.
- Ownership. Member Technology, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark, and other laws. You acknowledge and agree that Crossover and/or its licensors own all right, title and interest in and to the Member Technology (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You acknowledge that you do not acquire any rights or licenses under any of Crossover’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Service. You acknowledge and agree that the features and functionality of the Member Technology and all related software, content, data, information and materials contained therein are the confidential and proprietary information of Crossover (or its licensors), and accordingly you agree to (a) maintain the confidentiality of such information using reasonable efforts and care (but in no event less than the same efforts and care used to protect your own confidential and proprietary information) and not disclose such information to any third party without the prior written consent of Crossover, and (b) only use such information for the purposes of using the Service provided by Crossover hereunder.
Disclaimer of Warranties & Limitation of Liability
- YOU ARE SOLELY AND FULLY RESPONSIBLE FOR YOUR USE OF THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SERVICES, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CROSSOVER , ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. CROSSOVER DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (III) THAT THE SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (IV) DEFECTS IN THE SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY CROSSOVER OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CROSSOVER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL CROSSOVER OR THE RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF SERVICE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF CROSSOVER OR ANY RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS (SUCH AS THE STATE of NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU AND THE RELEASED PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT YOU PAID TO CROSSOVER , OR ANY OF ITS AFFILIATES, IN THE PAST SIX (6) MONTHS FOR THE SERVICE GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL CROSSOVER OR THE RELEASED PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES.
- Liability Limitations. You agree that the above limitations of liability together with the other provisions in these Terms of Service that limit liability are essential terms of these Terms of Service and that Crossover would not be willing to grant you the rights set forth in these Terms of Service but for your agreement to the above limitations of liability; you are agreeing to these limitations of liability to induce Crossover to grant you the rights set forth in these Terms of Service.
- Indemnification for Breach. By entering into these Terms of Service and using the Service, you agree to defend, indemnify and hold Crossover and the Released Parties harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your: (a) violation or breach of any term of these Terms of Service or any applicable law or regulation; (b) violation of any rights of any third party; (c) any unauthorized use of the Service; or (d) negligence or willful misconduct.
Crossover’s name, trademarks, logo and all related names, logos, product and service names, designs and slogans are trademarks of Crossover or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored Crossover.
Any and all suggestions for correction, change and modification to the Service and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Crossover by you (collectively, “Feedback”) are and will remain the property of Crossover and Crossover may use and disclose such Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assigns to Crossover any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
TERM AND TERMINATION
- Term. The Care Program you select and pay for will be active from the date of payment through the duration of time set forth in the description of the Care Program at the time of selection and payment.
- Termination by Crossover. Crossover may terminate your participation for violation of the Terms of Service or for no reason at all. If Crossover terminates your Care Program due to your violation of these Terms of Service, the termination will be effective automatically and immediately without refund. If Crossover terminates your Care Program for convenience, the termination will be effective after Crossover provides you with 30 days’ notice. In all cases, Crossover will reasonably cooperate to transfer a summary of your health information to another primary care provider upon written request and direction.
- Termination by Member. You may terminate participation in Crossover at any time and for any reason, by emailing email@example.com.
- Termination Effect. Upon termination or expiration of these Terms of Service, Crossover shall maintain your medical information for the requisite period of time in accordance with applicable laws and regulations; provided, however, Crossover shall not be obligated to maintain your Member Content that is not medical information after the termination or expiration of these Terms of Service. Thereafter, Crossover may, without notice to you, delete all such data or content in Crossover’s systems or otherwise in Crossover’s possession or under Crossover’s control, except for any such data or content which are obligated to maintain in accordance with applicable laws and regulations. Sections 3, 4, 5.2, 5.4, 5.7, 5.8, 5.9, 5.10, 5.11, 6, 7, 8.3, 9, and 10 will survive any termination of these Terms of Service, together with any payment obligations owed by a Member for any Service received prior to the effective date of termination.
ARBITRATION AND CLASS ACTION WAIVER
This Section includes an Arbitration Agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action as defined below or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
- Informal Process First. You agree that in the event of any dispute between you and Crossover, you will first contact Crossover and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any action involving a third party, including without limitation, arbitration as contemplated herein.
- Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Crossover’s services and/or products, including the Service, or relating in any way to the communications between you and Crossover or any other user of the Service, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Crossover. However, this arbitration agreement does not (a) govern any Claim by Crossover for infringement of its intellectual property or your utilization, access to, or misuse of the Service that is unauthorized, exceeds authorization granted in, or otherwise breaches these Terms of Service or (b) bar you from making use of applicable small claims courts procedures in appropriate cases.
- Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Courts review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Crossover are each waiving the right to a trial by jury or to participate in a Class Action.
- If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Crossover Medical Group, 101 W. Avenida Vista Hermosa Ste. 120, San Clemente, CA 92672. The arbitration will be administered by the Judicial Arbitration and Mediation Service (or its successor, “JAMS”) under its rules.
- The number of arbitrators will be one. You may request to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. California law will apply. Judgment on the award rendered by the arbitrator may be entered in any courts having jurisdiction thereof.
- Payment of all filing, administration and arbitrator fees will be governed by the JAMS rules. You will pay the administrative and arbitrator’s fees and other costs in accordance with applicable arbitration rules; but if applicable arbitration rules or laws require Crossover to pay a greater portion or all of such fees and costs in order for this Section 9 to be enforceable, then Crossover will have the right to elect to pay the fees and costs and proceed to arbitration, or to decline to do so and have the matter resolved through the courts.
- The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.
- If you do not want to arbitrate disputes with Crossover, you may opt out of this arbitration agreement by sending a letter to Crossover Health Medical Group, 101 W. Avenida Vista Hermosa Ste. 120, San Clemente, CA 92672 within thirty (30) days of the date you first access or use the Service.
Class Action Waiver
Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
- If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Crossover each waive any right to a jury trial.
- Modifications. Crossover may modify these Terms of Service at any time. Modifications become effective immediately upon your first access to or use of the Service after the “Last Updated” date at the top of these Terms of Service. If Crossover make changes that are material, reasonable efforts to notify you will be made, including by email or placing a prominent notice on the Website or Member Technology. However, it is your sole responsibility to review the Terms of Service from time to time to view any such changes. your continued access or use of the Service after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms of Service. If you do not agree with the modifications to the Terms of Service, then the Service should no longer be accessed and you may terminate as described herein.
- California Residents. If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
- Injunctive Relief. You agree that a breach of these Terms of Service will cause irreparable injury to Crossover for which monetary damages would not be an adequate remedy and Crossover shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
- Miscellaneous. These Terms of Service will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms of Service and the licenses granted hereunder may be assigned by Crossover but may not be assigned by you under any circumstances. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms of Service will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose. The headings and captions contained herein will not be considered to be part of the Terms of Service but are for convenience only. You and Crossover agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Service. The JAMS Rules and the laws of the State of California, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service.
- Contact Us. You may contact Crossover regarding the Service or these Terms of Service by:
Mail: Crossover Medical Group
101 W. Avenida Vista Hermosa Ste. 120, San Clemente, CA 92672 or by phone at
- Entire Understanding. These Terms of Service set forth the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.
EXHIBIT A: Service
Advanced Primary Care Services. Crossover, in its sole discretion, will provide the health care services (“Primary Health”) described below to Members through an on-line Delivery Approach, in a manner it deems necessary or appropriate and permissible under Applicable Law. On-line services are provided via the Member Technology.
|Primary Care||Preventive care and screening services, women’s healthcare, routine health care, health coaching, and travel care services.|
|On-call service to triage patients and coordinate care and referrals to other providers as appropriate outside of operating hours. Costs for third-party providers to which a Crossover provider refers a Member are Non-Covered Services.|
|Laboratory Services||Referrals for laboratory testing by a licensed third-party laboratory. Costs for laboratory services are Non-Covered Services. Where Members have access to a Health Center, Crossover will provide Clinical Laboratory Improvement Amendments (CLIA)-waived laboratory tests when ordered by a Crossover provider. Costs for certain laboratory services provided at a Health Center are included in the financial arrangements of this Agreement.|
|Medication and Durable Medical Equipment||Crossover providers may provide prescription orders for medications that can be filled at a community or on-line pharmacy and instructions for obtaining durable medical equipment through an on-line or community medical device retailer. Costs for medications and durable medical equipment provided by a third party pharmacy or medical device retailer are Non-Covered Services. As permitted by state law, where Members have access to a Health Center, Crossover will dispense a selection of pre-packaged generic medications and select durable medical equipment, when duly prescribed by a Crossover provider. Costs for medications and durable medical equipment provided at a Health Center are included in the financial arrangements of this Agreement.|
|Mental Health Care||Identification and treatment of clinical diagnoses of emotional and mental health challenges with a goal of enhanced mental wellbeing and transitioning to self-care.|
|Musculoskeletal Care||Use of therapeutic exercise, physical modalities, assistive devices, and patient education to reduce pain, improve mobility and function that is impaired or threatened by disease, injury or disability through physical therapy and/or chiropractic services, and coordination with community facilities and specialists as appropriate.|
|Care Navigation||When a Member needs treatment that is outside Crossover’s scope of care, Crossover will refer them to local providers, coordinate with referral providers, and follow-up with the Member.|
EXHIBIT B: Care Programs and Fee Schedule
Member may select from the following Care Programs to access the Service:
|1 month (for example- sinus infection, back pain, situational anxiety, medication refills)|
|3 months (for example- seasonal asthma, acne flare-ups, smoking cessation, mild depression)|
|12 months (for example- diabetes, high blood pressure, weight loss, chronic depression)|
NOTE: Days that are included in a Care Program must be continuous. To select care, an individual must visit crossoverhealth.com/our-membership-plans/. From here, they can view details of the Crossover’s plans and make their selection. Payment must be provided in full at time of purchase. In order to extend care, the Member must respond to an automated reminder email that they will receive about their care expiration. From that email, they will be provided with a link to select a new plan and provide additional payment for Service extension.