ALLYHEALTH CLIENT SERVICES AGREEMENT

Service Agreement between Discount Drug Network LLC dba AllyHealth (“AllyHealth” or “Company”), a Pennsylvania Limited Liability Company, exclusive seller of the AllyHealth Telehealth Program (the “Program”), 24 N. Bryn Mawr Ave, #301, Bryn Mawr, PA 19010; and  (“Customer”).

AllyHealth is pleased to provide your members with access to the services pursuant to the terms and conditions of this agreement (the “Agreement”) and its exhibits and schedules (collectively the “Agreement”).

SCHEDULE 1

DESCRIPTION OF SERVICES

COMPANY:

1. Company provides on-demand access to telemedicine services provided by Group Providers with no co-pays, deductibles or per-call charges, in addition to extensive account support, administration and employee education.
2. Implementation – Company services can be implemented within 30 days of receipt of eligibility data.
   1. Member Eligibility File:  Company, or its designated TPA, to provide eligibility file template detailing the information required from Customer to enroll Members in AllyHealth:
      1. Name / Address / Phone / Email / DOB / Gender / Company
3. Fulfillment – Company, or its designated TPA, will provide the following:
   1. A welcome email sent to the email address provided outlining the steps to activate the members’ account and access services.
   2. Membership Card with integrated welcome letter mailed either to the members’ home address or to the facility where the member works.
   3. Toll-free numbers and website login information.
4. Initial Training – Company will provide initial training for Members at the time the Program is implemented.  Notwithstanding the foregoing, Customer acknowledges and agrees that: (a) Customer will be responsible for providing training and administering the Program to the Members; and (b) if Customer requests Company’s physical presence and participation in onsite activities such as health fairs, annual enrollment, benefit training etc., every effort will be made to accommodate Customer’s request.  Company will not charge any incremental fees for this participation provided that it is reasonable, scheduled a minimum of four (4) weeks in advance and doesn’t conflict with other pre-scheduled work. Company will bill Customer for usual and customary travel expenses including food, lodging and transportation within ten (10) days after the onsite visit has occurred. Customer shall have the option of using designated travel planning services or in house agents who can secure more favorable rates and direct bill out of pocket expenses.  A copy of Customer’s Corporate Travel Policy should be shared in advance of such requested travel with Company personnel.
5. Utilization Marketing Awareness Program Online / Offline – Company will provide to Customer marketing materials in digital format to use as needed with communications with eligible employees about the Program to be uploaded and published for all eligible employees via Customer’s corporate intranet. Company will provide seasonal marketing materials quarterly as available.  Additional marketing campaigns may be included via email, SMS and IVR phone outbound programs (Only where approved and as directed by Customer – Fees may apply). Furthermore, Company will deploy email communications directly to eligible employees/Members about Program as needed to support utilization.
   1. Additional offline marketing initiatives and pieces can be available and customized at additional cost.
      1. Branding and customizing brochures, magnets, keychains, etc.
6. Utilization Reporting – Company will provide Customer with quarterly reports of Program utilization and activation in the usual and customary format provided by Company

CUSTOMER:

1. Customer agrees to communicate about Company benefits to Members at a minimum quarterly as follows:
   1. Create joint Marketing/Awareness Team and agree on schedule of communication to eligible persons.
   2. Use commercially reasonable efforts to advertise the Program to Members, using Company’s program content, as approved in advance by (and only as approved by) Company. Customer, at a minimum, agrees to deploy mutually approved Program Content to Members on a quarterly basis to Members by handing out and posting in high visibility areas during open enrollment as well as uploading mutually approved Program Content to Customer’s corporate intranet and adding said Program Content to Customer’s newsletters, email, and other Company communications methods.  Customer acknowledges that it has no authority to modify the program content without the prior written approval of Company. Customer agrees that any and all materials used or created by Customer or its employees or agents to describe the Program must be approved by Company prior to any distribution by Customer, such materials include, but are not limited to, those that are in written form, on websites, radio, television, and/or sent by email or fax. In addition, Customer hereby authorizes Company or its Vendors/Providers to communicate directly with the Members for the purpose of: (A) promoting the Program to the Members; and (B) treatment and health care operations of Company and its vendors.
   3. Cooperate with Company on a kick-off activation campaign within sixty (60) days of the launch of the Program.  Kick off campaign is flexible and is defined based on the individual needs and direction of Customer.
   4. Company to work with Customer to develop employee testimonial to use in internal communications
   5. Content can be put on the insurance card provided by your current plan
   6. Provide Company (or ensure that its third party administrator provides Company) with all membership verification files for each Member which shall include at a minimum name, address, date of birth, gender, phone number, and email address. Company shall specify the format for such files, and the Customer’s submissions will be in compliance with that format.

Group:

1. The Program includes access to the Providers employed and/or contracted with Group to provide non-emergent medical, behavioral health, and or dermatology consultations (the “Consultations”).  The Providers diagnose the patient’s ailment, recommend therapy, and if necessary and where appropriate, write a Non DEA controlled prescription.
2. The method of delivering Consultations by the physicians under the Program may be via secure interactive audio (enhanced telephony) or secure audio-video.
3. Each Provider shall be appropriately licensed and/or certified to practice in their respective healthcare professions. Furthermore, Provider and all associated Providers shall be technologically proficient and trained in accordance with Provider’s clinical protocols.  The Consultations under the Program are not delivered by Internet questionnaires.
4. It is understood by the Parties that neither the Company nor Group exercises control or direction over the means, methods, or manner by which the Providers exercise professional judgment in the provision of medicine provided through the Program and in accordance with this Agreement.  The Providers provide services based on their sole professional judgment. It is further understood that the licensed physicians will not prescribe any Drug Enforcement Agency (DEA) controlled substances or narcotics and operates subject to state regulations. Group or the applicable Provider is not required to guarantee that the Member will receive a prescription.
5. Each Provider will prepare and maintain medical records in accordance with all applicable federal, state and local laws and regulations, including the requirements of each governing board where the licensed physician is licensed and/or certified.  All medical records pertaining to the provision of Services through the Program shall be the property of the applicable physician.
6. Only Members who have completed the necessary steps to create the legally mandated doctor/patient relationship (as described herein) will be eligible to receive Consultations under the Program. Those steps include:
   1. Completing a comprehensive medical history disclosure, either in paper form, online or by telephone with a designated representative of the Program.  In the event a Member fails to complete the medical history disclosure, that Member will not have access to Providers and Group will so advise the Member when he/she accesses the service.
   2. Agreeing to Group’s Informed Patient Consent and Release Form confirming an understanding that the Provider is not obligated to accept Member as a patient, and that Member’s eligibility under the Program may be cancelled by Group at any time without recourse by the Member.
7. Provide and maintain an adequate system, forms and other resources for Members to: (a) complete the required medical history disclosure online, and (b) access and agree to Group’s Informed Patient Consent and Release Form.

MEDICAL COST ADVOCATE:

1. The Medical Cost Advocate services are provided subject to the terms and conditions on the Medical Cost Advocate website (located here:  http://www.medicalcostadvocate.com/).
2. Members may submit any out of network medical bills over three hundred dollars ($300) to Medical Cost Advocate for review.  Medical Cost Advocate will, at their discretion, determine if they will pursue a negotiation with the vendor/provider.  In the event that Medical Cost Advocate is able to successfully negotiate a reduction in the Member’s bill, Medical Cost Advocate will collect a fee as a percentage of the negotiated savings.  Member will never have to come out of pocket for Medical Cost Advocate’s services if negotiations are unsuccessful.

DISCOUNT DRUG NETWORK:

1. The Discount Drug Network services are provided subject to the terms and conditions on the Discount Drug Network website (located here:  “http://www.discountdrugnetwork.com/privacy-policy-terms-of-use/“).
2. Members have access to Discount Drug Network’s free prescription discount card program, the details and terms of which can be found on Discount Drug Network’s website www.discountdrugnetwork.com