Member Subscription Agreement

If you wish to subscribe to MoldCo’s non-clinical platform services (the “Platform Subscription”), you must click on the “I accept the terms and conditions of this Agreement” button. By clicking the “I accept the terms and conditions of this Agreement” button you acknowledge: (a) that you have read and understood this Agreement; (b) that you have read and understood the MoldCo’s Terms of Use (www.moldco.com/terms) (the “Terms of Use”) and Privacy Policy (www.moldco.com/privacy) (the “Privacy Policy”), which are incorporated by reference into this Agreement; and (c) that this Agreement has the same force and effect as an agreement signed with original signatures. If you do not click on the “I accept the terms and conditions of this Agreement” button, you will not be able to access the Platform Subscription or the Platform Services. For clarity, the “Membership” under this Agreement is a subscription for access to Platform Services (defined below) and does not include Healthcare Services.

This Agreement and the terms and conditions set forth specify the terms and conditions under which you (“you” or “Subscriber”) may access and use MoldCo’s non-clinical technology platform, member portal, and related administrative and informational services (the “Platform Services”) through a subscription (the “Platform Subscription”).

MoldCo does not provide medical care, medical advice, diagnosis, or treatment, and MoldCo is not a medical group or healthcare provider.

If you choose to seek or receive any clinical, diagnostic, laboratory, telehealth, pharmacy, or other healthcare-related services (“Healthcare Services”), those Healthcare Services are provided solely by independent third-party licensed providers or professional entities (collectively, “Third-Party Providers”) under separate clinical terms, consents, and professional obligations between you and the applicable Third-Party Provider(s). MoldCo’s role is limited to providing Platform Services that may help you access or manage Third-Party Provider services. Nothing in this Agreement is intended to induce, encourage, or reward referrals for Healthcare Services, laboratory services, or other items or services subject to applicable healthcare fraud and abuse laws. 

1) Definitions. 

• a. “Third-Party Providers” means independent third-party licensed healthcare providers and professional entities, laboratories, pharmacies, imaging centers, phlebotomy vendors, and other third parties that may offer services, products, or experiences that you can access through or in connection with the Platform. Third-Party Providers are not employees, agents, or representatives of MoldCo, and MoldCo does not control Third-Party Providers’ professional judgment, policies, pricing, or performance.
• b. Providers means a Third-Party Provider that is a licensed healthcare provider or professional entity.
• c. “Platform Services” means the non-clinical technology, administrative, and informational services provided by MoldCo through the Platform, which may include: (a) access to the member portal and user interface; (b) access to educational and informational content; (c) administrative tools to help you request, schedule, and manage third-party services; (d) navigation and coordination support to enhance your member experience; (e) access to curated directories and network information about Third-Party Providers; (f) account management and customer support; and (g) other non-clinical features that MoldCo may offer from time to time.
• d. “Healthcare Services” means clinical, diagnostic, preventive, therapeutic, laboratory, pharmacy, telehealth, or other healthcare-related services provided by Third-Party Providers. Healthcare Services are not Platform Services and are not provided by MoldCo.
• e. “Platform” means MoldCo’s websites, apps, portal(s), and other digital interfaces through which Platform Services are made available.

In the event of any conflict between this Agreement and the Terms of Use, the Terms of Use shall control with respect to general Platform use, and this Agreement shall control with respect to Platform Membership billing and subscription-specific terms, except where prohibited by applicable law.

2) Platform Membership Enrollment. By accepting this Agreement and paying the Platform Fee (defined below), you enroll in the Platform Membership and receive access to the Platform Services during your Membership Term. Your Platform Membership includes only Platform Services and does not include Healthcare Services. MoldCo may add, modify, or discontinue Platform features from time to time, and may update the Platform Services described on the Platform. MoldCo will provide notice of material changes to Platform Services when required by applicable law. You acknowledge that you are enrolling voluntarily, that this Platform Membership is non-transferable, and that your account may be used only by you. MoldCo may refuse, suspend, or terminate access to the Platform for abuse, fraud, misconduct, or material breach of this Agreement or the Terms of Use.

• A. Subscriptions for Minors. If you are a parent or legal guardian enrolling in a Platform Membership on behalf of a minor, you represent and warrant that you have the legal authority to do so and that you will provide ongoing supervision of the minor’s use of the Platform. The Platform Membership must be held in your name, and you are responsible for all activity, fees, and compliance with this Agreement and the Terms of Use. Additional requirements regarding minors and use of the Platform are set forth in the Terms of Use, which are incorporated by reference.

3) Platform Fee and Other Charges.

• A. Platform Fee. The recurring fee for the Platform Membership is $79.00 per month (the “Platform Fee”), unless otherwise disclosed at checkout. The Platform Fee is charged by MoldCo for access to Platform Services only. The Platform Fee is not a fee for Healthcare Services, does not create a provider-patient relationship, and does not guarantee that you will receive Healthcare Services from any Third-Party Provider.
• B. Changes to Platform Fee. . MoldCo may change the Platform Fee or other membership pricing and terms from time to time. MoldCo will provide advance written notice of any price changes consistent with applicable law and, unless otherwise required by law, at least five (5) calendar days before the end of your then-current billing period. Any changes will take effect at the start of the next billing period unless you cancel your Platform Membership before the renewal date.
• C. Third-Party Provider Charges. Third-Party Providers may charge fees for Healthcare Services and other third-party services/products. Those fees are set by Third-Party Providers, not MoldCo, and may not be included in the Platform Fee. You are responsible for Third-Party Provider charges you authorize, including charges for lab testing, prescriptions, imaging, in-person services, or other services.
• D. Taxes. The Platform Fee does not include applicable taxes, which you are responsible for paying where required.
• E. Payment Processing and Collection Agent (If Applicable). If you elect to purchase Third-Party Provider services through the Platform, MoldCo may facilitate payment processing as a limited payment collection agent for the applicable Third-Party Provider(s). In such cases, payment to MoldCo constitutes payment to the applicable Third-Party Provider(s) for those Third-Party Provider charges. MoldCo does not set Third-Party Provider clinical fees and is not responsible for Third-Party Providers’ performance.

4) Relationship between MoldCo and Third-Party Providers. You understand and acknowledge that Third-Party Providers are independent of MoldCo and are not agents, employees, or representatives of MoldCo. MoldCo does not provide, supervise, or control Healthcare Services, and does not control Third-Party Providers’ professional judgment, clinical decision-making, or the delivery of Healthcare Services. Any Healthcare Services are furnished and directed solely by the applicable Third-Party Provider(s). MoldCo makes no representations or warranties about the quality, qualifications, pricing, availability, or outcomes of Third-Party Provider services.

5) Renewals and Termination.  The Platform Membership begins on your Billing Start Date and continues for recurring monthly periods (each, a “Term”) measured from the Billing Start Date to the day immediately preceding the next monthly anniversary of the Billing Start Date (each, a “Billing Date”). For example, if your Billing Start Date is the 15th of a month, each Term will run from the 15th through the 14th of the following month. If a given month does not have a corresponding calendar day, the Billing Date will be the last day of that month. The Platform Membership will automatically renew for successive Terms on each Billing Date unless canceled in accordance with this Section. 

• A. Terminations by MoldCo. If MoldCo elects to terminate your Membership, for any reason or no reason, the last day of your Platform Membership shall be the last day of the subsequent Term before the next Billing Date thereafter (the “Termination Period”).  During the Termination Period, MoldCo shall have rights to charge and deduct the Recurring Platform Membership Fee covering the Termination Period.  By way of example, if your Billing Date is every 28th of a month, and MoldCo decides to terminate your Platform Membership on the 15th of July, then your Platform Membership terminates on the 27th of August, and you are responsible for payment of the Recurring Platform Membership Fee and MoldCo shall have rights to deduct such amount on the 28th of July.  You agree that MoldCo is not entitled to offer any refund and you are obligated to pay the full Recurring Platform Membership Fee during the Termination Period.
• B. Terminations by You.  If you elect to terminate your Platform Membership, for any reason or for no reason, termination of your Platform Membership is effective only if you provide five (5) calendar days’ notice of such termination before the next Billing Date.  Otherwise, your Term will renew on the next Billing Date and you must pay the Recurring Platform Membership Fee. Except as required by applicable law or as otherwise expressly stated in this Agreement or the Terms of Use, Platform Fees are non-refundable. However, MoldCo may, in its sole and reasonable discretion, determine whether a refund or credit may be issued on a case-by-case basis. This provision applies only to fees paid to MoldCo for Platform Services. Refunds, if any, for Third-Party Provider services are governed by the applicable Third-Party Provider’s terms unless MoldCo expressly states otherwise in writing. In the event, you fail to pay the Recurring Platform Membership Fee, MoldCo will provide notice for you to cure the issue of non-payment, and is entitled to suspend your Platform Membership during such period (the “Membership Suspension Period”).  During the Platform Membership Period, you acknowledge and agree that MoldCo, may suspend access to the Platform Services until all amounts due to MoldCo are paid and current.  If you fail to pay the amounts owed to MoldCo during the Membership Suspension Period, then MoldCo will deem your Platform Membership as terminated by you.

Terminations of the Platform Membership can occur by contacting support@moldco.com, communicating through the chat box function, or any similar features and functions offered by the MoldCo Platform, from time to time, accessible through your MoldCo account. Except as provided otherwise by law, you understand and agree that the Platform Membership will automatically continue for additional periods, unless you cancel or do not renew in accordance with this Agreement, and you authorize MoldCo (without notice to you, unless required by applicable law) to collect and charge the then-applicable Recurring Platform Membership Fee(s) and any applicable taxes, for each such renewal on each Billing Date. MoldCo reserves its right to consider requests for a refund on a discretionary, case-by-case basis.  

6) Third-Party Services Not Included in the Platform Fee. The Platform Fee covers only Platform Services. The Platform Fee does not include fees charged by Third-Party Providers for Healthcare Services or other third-party services/products. You are solely responsible for any charges you incur with Third-Party Providers, including charges for lab testing, prescriptions, imaging, in-person visits, specialist consultations, emergency services, urgent care, hospital care, durable medical equipment, or other services not expressly included as Platform Services.

7) Services Not Included in the Platform Fee. Subscriber shall be responsible for any charges incurred for Healthcare Services or other third-party services provided by Third-Party Providers that are not expressly included in the Platform Services. The Platform Membership and Platform Services do not include, and the Platform Fee does not cover, any of the following services or costs unless expressly stated as included in the Platform Services: (i) any ancillary services; (ii) any services provided by Third-Party Providers or any other third party; (iii) hospital services, emergency room visits, or urgent care facility visits; (iv) appointments with other providers or specialists; (v) radiology; (vi) lab tests by outside companies not specifically offered through the Platform; (vii) durable medical equipment; (viii) additional synchronous visits with any Third-Party Provider; (ix) psychiatric or mental or behavioral health services; (x) prescriptions filled through pharmacies not offered through the Platform; or (xi) any services not expressly listed as included in the Platform Services (collectively, the “Excluded Services”). You acknowledge that MoldCo is not responsible for any bills, charges, or other amounts incurred for any Excluded Services, even if the Platform enables you to locate or access a Third-Party Provider or other third party for such services. If you have insurance coverage, you should contact your insurance provider, if any, to check coverage for such services. If you request that a Third-Party Provider send a prescription to a pharmacy that is not offered through the Platform, you agree to pay MoldCo’s then-current administrative service fee (if any) for facilitating that request, as disclosed to you at the time of the request. You acknowledge that laboratory selection and fulfillment for any Clinical Laboratory Services are determined by the applicable Third-Party Provider or laboratory partner and are not controlled by MoldCo. 

8) Limitations and Additional Representations

• A. No Healthcare Services Provided by MoldCo; No Clinical Guarantees. MoldCo does not provide Healthcare Services. Clinical decisions, medical judgment, and any outcomes related to Healthcare Services are the responsibility of the applicable Third-Party Provider(s). MoldCo does not guarantee the availability of any Third-Party Provider, any specific Healthcare Service, or any particular clinical outcome.
• B. Telehealth Consents and Clinical Terms. If you seek Healthcare Services, you will be required to review and accept separate clinical terms, consents (including telehealth consent where applicable), and privacy practices presented by the applicable Third-Party Provider(s). Those terms govern Healthcare Services and may vary by provider and jurisdiction. Any discounts, promotions, referral credits, or other incentives offered by MoldCo apply only to Platform Services unless expressly stated otherwise in writing, have no cash value, are non-transferable unless expressly stated otherwise, and may not be applied to or conditioned on the purchase, use, or receipt of Healthcare Services.
• C. Incentive Programs. MoldCo may offer promotional credits, discounts, or other incentives for Platform Services from time to time. Unless expressly stated otherwise in writing, such incentives: (i) may be used only for eligible Platform Services; (ii) may not be redeemed for cash; (iii) may not be used toward Healthcare Services or Third-Party Provider charges; (iv) may be modified, suspended, or discontinued at any time; and (v) are void where prohibited or restricted by applicable law. 

9) Not Insurance. YOU ACKNOWLEDGE AND UNDERSTAND THAT NEITHER THIS AGREEMENT NOR THE PLATFORM MEMBERSHIP IS NOT HEALTH INSURANCE, IS NOT A SUBSTITUTE FOR HEALTH INSURANCE, IS NOT A DISCOUNT MEDICAL PLAN, AND DOES NOT PROVIDE COMPREHENSIVE HEALTH COVERAGE, IS NOT A CONTRACT OF INSURANCE, AND IT IS NOT REGULATED BY THE INSURANCE LAWS OF  YOUR STATE OR ANY OTHER STATE. The Agreement does not meet any individual health insurance mandate that may be required by federal or state law.  You acknowledge that you are not entitled to health insurance protections for consumers under any state or federal laws.  The Platform Fee is paid for Platform Services only. MoldCo does not promise or provide unlimited medical care in exchange for the Platform Fee. If you obtain Healthcare Services from Third-Party Providers, those services may be subject to separate fees and terms. If you have an insurance policy, your insurance may include, at no additional charge, some of the Healthcare Services that you receive.  The Healthcare Services should not be utilized for emergency medical problems. This provision shall survive termination of this Agreement. For the sake of clarity, THIS AGREEMENT IS NOT HEALTH INSURANCE AND THE THIRD-PARTY PROVIDER WILL NOT FILE ANY CLAIMS AGAINST THE SUBSCRIBER’S HEALTH INSURANCE POLICY OR PLAN FOR REIMBURSEMENT OF ANY HEALTH CARE SERVICES REFERENCED BY THE AGREEMENT. THIS AGREEMENT DOES NOT QUALIFY AS MINIMUM ESSENTIAL COVERAGE TO SATISFY THE INDIVIDUAL SHARED RESPONSIBILITY PROVISION OF THE PATIENT PROTECTION AND AFFORDABLE CARE ACT. THIS AGREEMENT IS NOT WORKERS’ COMPENSATION INSURANCE AND DOES NOT REPLACE AN EMPLOYER’S OBLIGATIONS UNDER STATE LAW. THIS AGREEMENT DOES NOT CONSTITUTE INSURANCE AND IS NOT SUBJECT TO THE STATE INSURANCE LAWS, NOR DOES THE ACT OF ENTERING INTO A DIRECT HEALTH CARE AGREEMENT CONSTITUTE THE BUSINESS OF INSURANCE. 

10) Medicare and Insurance Claims. You acknowledge and understand that MoldCo does not bill insurance or Medicare for Platform Services. You are solely responsible for determining whether any Third-Party Provider services may be eligible for coverage or reimbursement and for submitting any claims directly to your insurer or payor, if applicable. MoldCo makes no guarantees regarding insurance coverage or reimbursement   

11) Billing. Platform Fees are processed at the time of enrollment and then automatically charged each billing period unless you cancel in accordance with Section 5. You authorize MoldCo to charge your payment method on file for recurring Platform Fees and applicable taxes. 

12) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, except as otherwise provided herein; provided that (a) consumer protection laws in the state where you reside may apply where required, and (b) Healthcare Services are governed by the applicable Third-Party Provider terms and the laws applicable to those services and providers.

13) Electronic Communications and Consent. By enrolling in the Platform Membership and accepting this Agreement, you consent to receive this Agreement, disclosures, notices, and other communications electronically, including by email or through the Platform, in accordance with applicable law. You agree that such electronic communications satisfy any legal requirement that such communications be in writing. You may withdraw your consent to electronic communications by contacting support@moldco.com; however, withdrawal of consent may result in termination or limitation of your access to the Platform Services.

14) Assignment/Binding Effect. This Agreement is binding upon and inures to the benefit of MoldCo and you and each party’s permitted successors and assigns. You may not assign this Agreement without MoldCo’s prior written consent. MoldCo may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law.

I AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND EXPRESSLY AGREE TO THE FOLLOWING:

• This Agreement governs a subscription for non-clinical Platform Services and is not health insurance.
• MoldCo does not provide medical care, diagnosis, or treatment. 
• Any Healthcare Services are provided solely by Third-Party Providers under separate clinical terms/consents.
• This Agreement does not meet the individual insurance requirement of the Affordable Care Act. 
• This Platform Membership is non-transferable.