This Subscriber Agreement (this “Agreement”) is made and entered into as of the date of sign up (the “Effective Date”), by and between Subscriber and Anara Inc., a Washington corporation with offices located in 915 Broadway Street, Suite 100, Vancouver, WA 98660 (“Anara”). Individually, Subscriber and Anara shall be called a “Party,” and collectively, the “Parties.”
WHEREAS, Anara offers a suite of services that facilitate the delivery of multiple-channel healthcare services performed by third party providers to one or more beneficiaries of Subscriber, and
WHEREAS, Subscriber wishes to engage and authorize an entity in the U.S. and India to arrange and monitor the delivery of healthcare services and medical treatments delivered to family and friends.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the Parties to this Agreement agree as follows:
1. The Anara Service
1.1 In order to facilitate the delivery of healthcare services to one or more Users, who are the stipulated beneficiary or beneficiaries of Subscriber, Anara offers to Users a range of “Services”. For all purposes under this Agreement, the use of the term, “Beneficiary,” shall mean one or more individuals, in accordance with a reasonable meaning of the context. This Service is available at different subscription levels, which differ in cost and type of services offered. Based upon the level of service purchased, the Service can help identify appropriate healthcare services, (including participating clinics, hospitals, pharmacies, and medical practitioners), arrange for appointments, monitor the delivery of those services, and report treatments and outcomes, among many services set forth in this Agreement. See, Exhibit A attached.
1.2 The Service is accessible through the website or phone call. See, Exhibit A attached.
1.3 The Service also has an a-la-carte service feature that can be used to assist Subscribers and Beneficiary in requesting additional healthcare services not specifically identified in the Service listings. See, Exhibit A attached.
1.4 The healthcare services and medical treatments delivered to the Beneficiary may vary depending upon the location in which the Beneficiary is located as well as the healthcare or medical provider that is best suited to provide the level of care . In the event that Beneficiary requires healthcare services or medical treatments while outside of India, depending upon the location, Anara’s Service, in which case optional offerings may be available through the Anara App, website, phone or other means. Whether in India or outside, Anara reserves the right to contract with any healthcare provider in its sole discretion.
2. Service Levels
2.1 Although the Service offerings at each of three service levels are described in more detail on Exhibit A, there are certain services that are common to all levels and characterize the quality and convenience of the Service.
3. Subscription Payment Terms
3.1 Subscriber agrees to pay the subscription fee at the level of service subscriber selects. Subscriber explicitly agrees and acknowledges that Anara’s pricing and service levels are subject to change.
3.2 Subscriber’s subscription to the Anara Service shall be prefunded by Subscriber to an amount mutually acceptable between Subscriber and Anara. The amount shall be automatically renewed by credit card or other payment method accepted by Anara unless cancelled in writing at least 30 days in advance of end of the subscription period;
Initial payment shall be collected on the Effective Date. This payment covers the Subscription Period beginning on the Effective Date and ending one month thereafter. On the monthly anniversary of the Effective Date, the user's payment method on file will be charged the monthly subscription fee for the upcoming subscription period. Users may cancel their subscription by contacting Anara at Support@anara.health. Any disputes arising under these payment terms will be resolved in accordance with our Dispute Resolution Policy.
4. Intellectual Property and Confidentiality
4.1 In the course of rendering services to Subscriber and Beneficiary through the Anara Service or other means, Subscriber, Beneficiary, family members and other associated parties will receive information regarding Anara’s intellectual property, including but not limited to, its brands, business operations, methods and techniques to organize, operate, and market the Anara Service (the “Anara Intellectual Property”). The Anara Intellectual Property shall consist of, but not be limited to: All patents, trademarks, copyrights, know-how, trade secrets, business and marketing plans, financial information, budgets, budgetary projections, healthcare vendors, subcontractors, and agents, costs, pricing of services or other intellectual property disclosed directly or indirectly by Anara related to the Anara Service or the terms and conditions of this Agreement.
The Anara Intellectual Property may be conveyed and disclosed to Subscriber and Beneficiary verbally, in writing and written materials, by website and other electronic means, including the Anara App.
In all circumstances, Subscriber and Beneficiary agree that all Anara Intellectual Property is and shall continue to be owned exclusively by Anara, and are subject to the confidentiality provisions of this Agreement. In all circumstances, Subscriber and Beneficiary shall keep the Anara Intellectual Property strictly confidential and shall not disclose it to any third parties without the express, written consent of Anara.
During the effective term of this Agreement, as well as two years after the termination of the Anara Service, Subscriber and Beneficiary agree to refrain from using any Anara Intellectual Property for itself or the benefit of any third party, especially for the purpose of establishing similar services to the Anara Service or to compete with Anara in any way, without the express, written consent of Anara.
By accepting healthcare services and/or medical treatments under this Agreement, Subscriber and Beneficiary agree that no license or other rights are granted by Anara, and Subscriber and Beneficiary agree that they have no right to make decisions that bind Anara, without Anara’s express, written consent.
5. Non-Competition
During the term of this Agreement, and two years after its expiration or termination for any reason, Subscriber agrees not to design, develop, administer, sell, offer or operate, nor collaborate in any way with third parties to design, develop, administer, sell, offer, or operate, for compensation or gratis, any business, charity, organization, products or services anywhere in the world that are directly, indirectly, or potentially competitive with the Anara Service or which would significantly detract from Anara’s ability to market and sell the Service. If in question, Anara shall make the final decision on whether a product or service is competitive with its products or the Service under this Agreement.
6. Personal Data
6.1 Anara is committed to safeguarding Subscriber and Beneficiary personal data, including healthcare data. Anara will conform to all regulatory and legal requirements relating to data privacy and data security for the geographic location where data resides and is used, for data that is accessed and/or shared by the Parties in connection with services performed under this Agreement for Subscriber or Beneficiary.
6.2 Subscriber Informed Consent - Pursuant to the terms and conditions set forth in the Subscriber Informed Consent, and as a precondition to the commencement of services pursuant to the Anara Service, attached as Exhibit B, Subscriber agrees for the period of time that this Agreement is effective to give full and unequivocal consent for Anara to collect, process and use Subscriber personal data, including healthcare data for all purposes in furtherance of the terms and conditions of this Agreement.
6.3 Beneficiary Informed Consent – Subscriber acknowledges and agrees that a signed Informed Consent by the Beneficiary is a precondition to the commencement of services pursuant to the Anara Service. Subscriber agrees to use its best efforts to assist Anara in obtaining the Beneficiary’s signed and unequivocal Informed Consent for Anara (in the form attached hereto as Exhibit C, to collect, process and use Beneficiary personal data, including healthcare data; for all purposes in furtherance of the terms and conditions of this Agreement.
6.4 Anara shall comply with all applicable laws in the jurisdiction that it operates, as defined in our Privacy Policy (“Privacy Policy”).
6.5 In the event that Subscriber or Beneficiary gives his or her consent as set forth above, his or her consent authorizes the collection, processing, storage, and transfer of Subscriber’s personal data by any written, verbal/analog, or electronic/digital means, at the sole discretion of Anara, provided it meets the other security and privacy protections set forth under this Agreement.
7. Relationship of the Parties
With respect to all activities and purposes under this Agreement, Anara and Subscriber are to be considered separate and independent parties. Unless specifically agreed in writing by both Anara and Subscriber, the Parties are not joint or co-venturers, partners, or agents of the other.
8. Limitations on Anara Responsibility
1. The Anara Service coordinates, facilitates and reports on healthcare services. Therefore, in furtherance of that goal, Anara commits to act in the best interest of Subscriber and Beneficiary to promote their health and wellbeing. As described herein, in order to accomplish this in a location outside the U.S., Anara coordinates with third parties to provide healthcare services and medical treatments for Beneficiary. However, although Anara is facilitating the identification and delivery of appropriate healthcare services and medical treatments to Beneficiary, it is ultimately the decision of Beneficiary, or the Beneficiary’s guardian, as the case may be, to decide if and when healthcare services and medical treatments should be accepted .
2. Therefore, in recognition of the above, Subscriber agrees to the following [except in a case where Anara directly causes injury due to its negligent acts and omissions]:
2.1 that the Anara Service, all services that constitute it, and any other services rendered by Anara pursuant to this Agreement are activities to arrange, facilitate and monitor healthcare services and medical treatments performed by third parties, who are independent of and unaffiliated with Anara.
2.2 Anara has no control over the healthcare and medical advice and healthcare services or medical treatments performed by third parties for Beneficiary.
2.3 Although Anara may have arranged such As a consequence, Anara disclaims any liability for such healthcare and medical advice given or healthcare services and medical treatments performed by third parties.
2.4 Anara’s disclaimer, includes but is not limited to, all third parties who may render healthcare and medical advice or perform healthcare services or medical treatments without credentials (if licensure or registration is not required for the activity) or under the delegated authority or auspices of a licensed or registered healthcare practitioner.
3. Neither Anara nor Subscriber shall be liable to the other for any indirect, incidental, special, consequential, exemplary, punitive or enhanced damages, or damages for loss of profits, revenue, data or use, incurred by the other party, whether in an action in contract or tort, arising out of or relating to any breach of this Agreement, whether or not the possibility of such damages has been disclosed in advance by the breaching party or could have been reasonably foreseen by such party, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
4. Anara’s sole liability to Subscriber and Subscriber’s sole remedy under this Agreement is for material breach of this Agreement and injury incurred by Subscriber caused directly by Anara’s negligent acts and omissions, excluding any injury resulting from Subscriber’s own negligent acts or omissions. Subscriber’s claim for damages resulting from breach of this Agreement or injury must be in writing and be received by Anara within one (1) month from the date of the event of breach or injury resulting in Subscriber’s claim or it shall be barred. However, notwithstanding anything in this Agreement to the contrary, Anara’s maximum aggregate liability for any liability under this Agreement shall amount to no more than one hundred dollars ($100) or the total compensation paid by Subscriber to Anara during the twelve (12) months preceding the injury claimed.
9. Term and Termination
Subscriber’s term of subscription for the Anara Service shall be ONE (1) month from the Effective Date above, that shall automatically renew unless either party informs the other in writing at least 30 days in advance of the termination date.
10. Governing Law and Dispute Resolution
10.1 Any claim or dispute relating to the Service or any services provided hereunder shall be subject to mediation as a condition precedent to the institution of legal proceedings, including arbitration, by either party. The Parties shall endeavor to resolve their claims by mediation which, unless the Parties mutually agree otherwise, utilizing a single mediator. Request for mediation shall be filed in writing with the other party and with the Association. The Parties shall have the right to designate a mediator acceptable to both of them and thereby bypass the Association, but they still shall follow its mediation rules. Each party shall pay its respective mediation costs. All in-person meetings for the mediation shall be held in Portland, Oregon.
10.2 In the event mediation does not resolve the dispute within 90 days from the date of request for arbitration, either party may invoke arbitration which, unless the Parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its general business Arbitration Rules in effect on the date of the Agreement. Arbitration shall in written and spoken English, before a single arbitrator chosen by the Parties, or if the Parties cannot agree upon the same arbitrator within 45 days, one shall be chosen in accordance with AAA rules.
10.3 The arbitration award shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The prevailing party in arbitration and any related court proceedings, at all levels of appeal until a binding final award or order, shall be awarded all reasonable costs, including but not limited to attorneys’ fees and arbitration and court costs.
10.4 The arbitral award shall be final and binding. By agreeing to arbitration under this Agreement, Subscriber waives all judicial process, and specifically trial by jury, except for enforcement of an arbitral award.
11. Miscellaneous
11.1 Severance. In the event any provision in this Agreement is deemed to be ineffective or unenforceable due to a final governmental ruling, judicial or arbitral order, the provision(s) shall be stricken from this Agreement and the remainder of the Agreement shall remain in full force and effect.
11.2 Amendment, Modification or Revocation. This Agreement may be amended, modified or revoked in whole or in part, but only by a written instrument which specifically refers to this Agreement and expressly states that it constitutes an amendment, modification or revocation hereof, as the case may be, and only if such written instrument has been signed by each of the Parties to this Agreement.
11.3 Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes any contemporaneous or prior written or oral agreements between them respecting the subject matter hereof.
11.4 All exhibits referred to in this Agreement are incorporated into and made a part of this Agreement. If any exhibit is inconsistent with the Agreement itself, the Agreement shall control.
11.5 Further Action. The Parties hereto agree to execute such further and other documents and to take such further and other actions as may be necessary or appropriate in order to carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the Parties to this Agreement have executed this Agreement as of the Effective Date.
Exhibit A to Anara Subscriber Agreement
(Anara Service – Subscriber Service Levels)
Care Anywhere
$99 per month
Remote Care, with access to Doctors on call, Health Updates and Support, Appointment Coordination, and the Apollo Best Price Guarantee.
Features include:
A la carte services may be available in your area:
Care Plus
$199 per month
Includes in-home visits with Anara’s trusted Care Managers, Appointment Concierge, plus ProHealth Wellness Exam and Safety Evaluation
Everything in Care Anywhere, plus:
Care Complete
Custom Pricing
Fully comprehensive care after:
Everything in Care Plus, plus:
Contact for Details
Exhibit B to Anara Subscriber Agreement
(Anara Service – Subscriber Informed Consent)
Anara Inc. coordinates, facilitates and reports on healthcare services (the “Services”) via third party providers pursuant to the terms and conditions of the Anara - Subscriber Agreement (the “Agreement”). As a precondition to the commencement of services pursuant to the Services, Subscriber agrees as set forth below.
I unequivocally agree and consent, without reservations, to the following:
Subject to applicable law and the terms of the Agreement, Anara, its directors, officers, employees, and duly authorized subcontractors and agents, may collect, process and use my Subscriber personal data, including my healthcare data, including healthcare data collected or processed by third parties, for all purposes in furtherance of the terms and conditions of the Agreement; and
Subject to applicable law and the terms of the Agreement, my personal data, including my healthcare data, including healthcare data collected or processed by third parties, may be shared with the one or more beneficiaries, if I so designate, only to the extent necessary for Anara to arrange for the performance of healthcare services or medical treatment for the beneficiary by third party providers pursuant to the Services.
I understand I have the right to withhold or remove consent at any time without affecting my right to subscribe to future care or treatment for my one or more beneficiaries, provided that I have fulfilled my financial and other obligations under the Anara – Subscriber Agreement. Unless otherwise modified or terminated by me, this Informed Consent shall effective so long as the Anara – Subscriber Agreement is in effect and shall terminate automatically when the Anara – Subscriber Agreement expires or terminates.
This Informed Consent is covered by the confidentiality provisions of the Anara – Subscriber Agreement and shall not be made public except with my consent, a court order, or as otherwise permitted by applicable law.
I have read and fully understand the information provided above. I had the opportunity to discuss this Informed Consent with any third party advisors, and all of my questions regarding the above have been answered to my satisfaction.
Exhibit C to Anara Subscriber Agreement
(Anara Service – Beneficiary Informed Consent)
Anara Inc. coordinates, facilitates and reports on healthcare services (the “Services”) via third party providers pursuant to the terms and conditions of the Anara - Subscriber Agreement (the “Agreement”). As a precondition to the commencement of services pursuant to the Services, Beneficiary agrees as set forth below.
I, [Beneficiary full legal name], residing at [Personal address] unequivocally agree and consent, without reservations, to the following:
[Initials] Subject to applicable law and the terms of the Agreement, Anara, its directors, officers, employees, and duly authorized subcontractors and agents, may collect, process and use my Beneficiary personal data, including my healthcare data, including healthcare data collected or processed by third parties, for all purposes in furtherance of the terms and conditions of the Agreement; and
[Initials] Subject to applicable law and the terms of the Agreement, my personal data, including my healthcare data, including healthcare data collected or processed by third parties, may be shared with Subscriber, only to the extent necessary for Anara to arrange for the performance of healthcare services or medical treatment for me by third party providers pursuant to the Services.
To the extent I am not under guardianship or the legal supervision of others, I understand I have the right to withhold or remove consent at any time without affecting my right to subscribe to future care or treatment for me, provided that the Subscriber or I have fulfilled any financial or other obligations under the Anara – Subscriber Agreement. Unless otherwise modified or terminated by me, this Informed Consent shall effective so long as the Anara – Subscriber Agreement is in effect and shall terminate automatically when the Anara – Subscriber Agreement expires or terminates.
This Informed Consent is covered by the confidentiality provisions of the Anara – Subscriber Agreement and shall not be made public except with my consent, a court order, or as otherwise permitted by applicable law.
I have read and fully understand the information provided above. I had the opportunity to discuss this Informed Consent with any third party advisors, and all of my questions regarding the above have been answered to my satisfaction. I, therefore, provide my signature below, knowingly, and of my own free will.
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Printed Name
___________________________________
Signature of Beneficiary
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Date
