This Membership Agreement (the “Agreement”) is made as of the date set forth on the signature page hereof (the “Effective Date”) between the undersigned member(s) (each of whom shall be referred to herein as the “Member”) and Five Journeys^®, LLC (“Company”). These Terms and Conditions are an inseparable part of the official Membership Agreement.

1. Membership Benefits and Professional Services.

a. In consideration of the Membership Fee (as defined below), the Company agrees (i) to provide the Member with the Membership Benefits listed on Company’s website at the time of signing, and (ii) to contract with Five Journeys^®, PC, a Massachusetts professional corporation    (“PC”) to arrange for PC Providers (as defined below) to provide the Professional Services described on Company’s website and made a part hereof (the “Professional Services”). No amount paid by Member hereunder is for medical services covered by Member’s insurer. Member acknowledges that certain of the Membership Benefits and Professional Services provided to Member may carry additional charges, and Member agrees to pay such Additional Membership Benefit Fees promptly upon invoicing.

b. Member will always receive the minimal Membership Benefits and Professional Services current at the Effective Date of the contract. The Company may add or update Membership Benefits and/or and the PC may add or update Professional Services to its website at any time. Extending additional Membership Benefits and/or Professional Services to Members without mutually agreed upon pricing adjustments is at the sole discretion of the Company.

c. Member acknowledges that the Membership Benefits are not services that are covered by insurance, and are not reimbursable by Member’s insurer or other health plan. Member agrees to bear the financial responsibility for the Membership Fee and any applicable Additional Membership Benefit Fees, and agrees not to submit to Member’s insurer or other health plan any bill, invoice or claim for payment or reimbursement of such Membership Fee or Additional Membership Benefits Fees, or for payment of any Membership Benefits. The Member further understands that the Company does not provide any medical, clinical, diagnostic or therapeutic service. If a Company Membership Benefit involves a service that can only be performed by a licensed practitioner, that service will be provided by the PC through one of its employees or independent contractors (“PC Providers”). The PC will separately charge the Member for the PC Provider’s medical, clinical, diagnostic or therapeutic services, and the Member may seek payment or reimbursement from the Member’s insurer or health plan for any such service to the extent covered by the Member’s insurer or health plan. In addition, the Member understands that this Agreement is a service contract, and not a contract for insurance.

2. Functional Medicine; Designated Primary Care Provider.

a. The term “Provider,” as used throughout the Agreement, covers such PC Providers or other designated licensed medical professionals (e.g., medical doctors, nurse practitioners, etc.).

b. The Member understands and agrees that PC and the PC Providers use Functional Medicine in their care of patients. The Member affirms they are voluntarily seeking medical treatment and accept full financial responsibility for all charges related to the medical care provided.

c. The Member understands and acknowledges that their normal PC Provider may not be available from time to time and an alternative PC Provider or other licensed medical professional familiar with the Member’s medical history and course of care may be assigned to attend to Member’s medical care needs from time to time.

3. MassHealth/Medicaid: Due to legal restrictions, the Company does not accept MassHealth/Medicaid patients as members, even if patients wish to self pay. The Company may change this standard with no written notification required to the Member.

4. Insurance Disclosure. Prospective and current Members are required to reveal accurate insurance information to the Company, including updating the Company when changes occur throughout the entire duration of the membership. No technical mechanism or legal structure exists for organizations like the Company to comprehensively verify all possible health insurance policies, so the Company is not legally liable for inaccurate insurance information presented by prospective or current Members, intentional or otherwise. Once a prospective or current Member informs the Company about their insurance policies, then four possible scenarios emerge:

A. If the policy is determined to be a MassHealth/Medicaid policy, then membership will be denied or canceled as the Company does not accept MassHealth/Medicaid for any medical services, even if the patient wishes to self pay.

B. If the Company accepts the insurance policy, then the membership application will be considered or continued as appropriate, but self-pay is not an option.

C. If the Company does not accept the insurance policy, then the membership application will be considered or continued utilizing the Company’s self-pay payment structure. The Member assumes all responsibility for any interactions with their insurance company regarding their membership with the Company.

D. If the prospective or current Member indicates they are uninsured, then the Member may utilize the Company’s self-pay payment structure.

5. Term and Termination. As noted, this Membership Agreement is made as of the date set forth on the signature page hereof (the “Effective Date”). The initial Membership Fee payment is due the 1st or the 15th day of the month in which a non-nutritionist PC Provider appointment is scheduled. Adjustments will be made as necessary for appointment cancelations. Requests for termination must be in writing and presented to the Company at least 30 days before the desired termination date. Any unused monthly membership fees shall not be refunded in any sort of prorated basis.

6. Membership Fee. The Member has, contemporaneously with the execution of this Agreement, paid the monthly Membership Fee (the “Membership Fee”) to Company in the amount set forth. At that time of thereafter, the Company may, by notice to the Member, adjust the Membership Fee amount. Company may also, at its own discretion, by notice to the Member, provide the Member with the opportunity to pay an annual Membership Fee if they so desire (in which case this Agreement shall renew annually rather than monthly, and the term of this Agreement shall be a Year rather than a Month, with no proration or refunds occurring). Company will bill the Member for the Membership Fee in advance of each Month (or Year, as relevant), and the Member agrees to pay the invoiced Membership Fee via credit/debit card on the first day of that Month (or Year, as relevant). Failure to pay the invoiced Membership Fee in a timely manner may result in termination of this Agreement, which would also terminate the Member’s ability to access Professional Services from the PC.

7. Member Consent and Authorization. The Member understands that the Company, PC, and other Providers utilized by the PC will have access to the Member’s protected health information or “PHI” (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, or “HIPAA”). By signing the official Membership Agreement, the Member affirms consent for the PC or the Company to use and disclose their medical information, including medications, for the purposes of providing treatment, accomplishing normal operations, and seeking payment from third parties for treatments rendered. This includes consent for the PC or the Company to disclose necessary medical information to insurers and providers outside of the PC or the Company when necessary, so that these insurers and/or Providers may treat the Member, seek payment for services rendered, and support their health care operations. The Member may refuse all or part of this consent. If the Member refuses to allow the use of their medical information for payment from your insurance company, the Member will be responsible for payment of all applicable bills. The Member’s consent will be valid for the entire duration of their treatments by Five Journeys^® unless requested, in writing, for the consent to be revoked.

8. Electronic Communications. The Member agrees to comply with all applicable law and with Company and PC policies, including those related to electronic communications. Neither Company, the PC nor any PC Provider shall be liable to the Member for any loss, cost, injury, or expense caused by, or resulting from: (i) a delay in response to the Member due to technical failures, including, but not limited to, technical failures attributable to the PC’s, PC Provider’s, or Company’s internet service provider, power outages, failure of the PC’s, PC Provider’s, or Company’s electronic messaging software, failure by Company, a PC Provider or the Member to properly address electronic messages, failure of the PC’s, PC Provider’s, or Company’s computers or computer network, or faulty telephone or cable data transmission; (ii) any interception of electronic communications by a third party; or (iii) Member’s failure to comply with the guidelines regarding the use of the Company’s or PC’s communications services as set forth in this paragraph, above.

9. Notices. Any communication required or permitted to be sent under this Agreement shall be in writing and sent via facsimile, via email, via recognized overnight courier, or via certified mail, return receipt requested, to the addresses set forth on Company’s website. Any change in address shall be communicated to the other parties in accordance with the provisions of this paragraph.

10. Practice of Medicine. Company does not engage in the practice of medicine or provide any diagnostic, therapeutic, or clinical services. To the extent that any act or service required or permitted to be rendered by Company by any provision of this Agreement may be construed or deemed to constitute the practice of medicine (as that term may be defined under the laws of the Commonwealth of Massachusetts from time to time), said provision of this Agreement shall be void and the performance of said act or service by Company shall be deemed waived by the Member.

11. Independent Medical Judgment. Each PC Provider retains full and free discretion to exercise their professional medical judgment on behalf of the Member, and nothing in this Agreement shall be deemed or construed to influence or affect a PC Provider’s independent medical judgment on behalf of the Member.

12. Family Members. As depicted on the Company’s website, discounted pricing is offered for accounts with multiple family members. In general, the intent is that this applies to family members living in the same household and usually on the same insurance. Children living at college but still covered by their parent’s insurance is another example. Eligibility determination for the family discounts rests entirely with the Company and must be decided before the Effective Date.

13. Change of Law. If there is a change of any law, regulation or rule, state or federal, which affects this Agreement or the activities of either party under this Agreement, or any change in the judicial or administrative interpretation of any such law, regulation or rule, and either party reasonably believes in good faith that the change will have a substantial adverse effect on that party’s rights or obligations under this Agreement, then that party may, upon written notice, require the other party to enter into good faith negotiations to renegotiate the terms of this Agreement. If the parties are unable to reach an agreement concerning the modification of this Agreement within the earlier of forty-five (45) days after the date of the notice seeking renegotiation or the effective date of the change, or if the change is effective immediately, then either party may immediately terminate this Agreement by written notice to the other party.

14. Miscellaneous. This Agreement shall be governed and interpreted in accordance with, and the rights of the parties shall be determined by, the laws of the Commonwealth of Massachusetts. This Agreement may be executed in more than one counterpart, and each executed counterpart shall be considered as the original. Each of the parties agrees that it shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term of this Agreement. If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. No amendment, supplement, or termination of this Agreement shall affect or impair any rights or obligations which shall have theretofore matured hereunder. All references made and pronouns used herein shall be construed in the singular or plural, and in such gender, as the sense and circumstances require. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors, and administrators. Neither party may assign this Agreement without the prior written approval of the other party. The covenants contained herein that contemplate performance after termination or expiration of this Agreement shall survive any termination or expiration of this Agreement.