Thank you for your interest in working with AllyHealth as an agent or broker.

AllyHealth works exclusively through agents and broker resellers, so we're very happy to be working with you!

In order to get started, please complete the brief signup form below. It will create your online account with us so you can access all of the sales tools that you need. After you complete your signup, you'll be directed to our Agent Sales Tools and will receive an email confirmation from us which we recommend you save for future reference.

1. Please fill in all fields below.
2. After you submit this, you will be taken to a 2nd page to review and sign our AllyHealth Agent Agreement.

By signing below, you (“Marketer”) agree to the following Terms and Conditions as a Marketer of the AllyHealth™ program through Discount Drug Network, LCC, dba AllyHealth (“AllyHealth”):

WHEREAS, AllyHealth™ is engaged in the business of development, marketing, sale and distribution of telemedicine, telehealth, wellness, and other similar benefits under the name AllyHealth™; and

WHEREAS, Marketer desires to market, promote, sell or distribute the AllyHealth™ telemedicine, telehealth, wellness, and other benefit programs through AllyHealth; and

NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

1. AllyHealth and/or its vendors will be responsible for collecting all membership fees.

2. AllyHealth agrees to pay Marketer a per primary member per month commission as listed on Schedule 2. Said commission will be based on the total membership fee collected for package(s) listed in Schedule 1 attached hereto (and incorporated herein by reference) under the terms and conditions below:

   1. AllyHealth will pay commissions earned on approximately the 30th of each month for paid memberships during the previous month.
   2. It is acknowledged and agreed by Marketer that any commission payments made to Marketer shall be made out of monies actually received by AllyHealth. If for any reason (whether by the terms of any contract, termination, default, breach, tort, or otherwise) AllyHealth shall not actually receive or shall not be entitled to its payments from a member, then no commission shall be owed and/or payable to Marketer.
   3. Marketer agrees to forfeit their commissions when a complete refund is issued to a member for any reason during the first ninety (90) days following the member’s receipt of fulfillment materials. Marketer expressly authorizes AllyHealth to deduct any monies due for member refunds from commissions.
   4. If Marketer believes, in good faith, that there is an error on any commission report received from AllyHealth or Marketer requires additional information regarding a specific transaction, Marketer shall submit a written request for information within ninety (90) days of the statement date to the address specified on the commission report. Any alleged error not submitted to AllyHealth within ninety (90) days will be considered waived by Marketer. Any correspondence should include Marketer’s name, Marketer number, and a full description of the error and/or transaction in question.

3. Marketer agrees it will submit for prior written approval from AllyHealth, which AllyHealth may withhold in its sole and absolute discretion. any and all printed literature, radio/television media, press releases, enrollment materials or similar items as to their content, design, format, use of any trade names, use of any vendor name, trademark, or service mark of AllyHealth or any vendor under contract with AllyHealth. Further, Marketer shall use only the exact verbiage, design and format approved by AllyHealth when describing or making reference to AllyHealth™. To obtain AllyHealth’s approval, marketing/sales verbiage must be submitted to AllyHealth electronically. Marketer hereby agrees the use of unapproved materials is expressly prohibited, would be grossly unfair to AllyHealth, and such a breach would entitle AllyHealth to immediate injunctive relief.

4. Marketer agrees to send to AllyHealth all new member information electronically or hardcopy in a mutually agreed upon format

5. Marketer agrees not to engage in illegal marketing of AllyHealth™ as defined in the Telephone Consumer Protection Act (“TCPA”) under 47 U.S.C. section 227 (http://www.fcc.gov/cgb/consumerfacts/tcpa.html) and in the CAN-SPAM Act of 2003 (http://www.spamlaws.com/federal/108s877.html). These prohibited acts include, but are not limited to, unlawful telemarketing, unsolicited fax transmittal activities and unsolicited bulk electronic mail.

6. Marketer acknowledges the AllyHealth™ name is a trademark of, and is owned by, AllyHealth and may not be reproduced without the express written consent of AllyHealth and nothing contained herein shall be construed as granting Marketer a license to use this trademark (or any other intellectual property of AllyHealth™ or its partners or vendors) except as explicitly permitted in this Agreement.

7. Marketer agrees it shall not engage in any inbound or outbound telemarketing or multilevel (network) marketing without the prior written consent of AllyHealth™ which may be withheld in AllyHealth’s sole and absolute discretion.

8. No terms of this Marketer Agreement are intended to nor shall they be deemed or construed to create any relationship between AllyHealth and Marketer other than that of independent entities contracting with each other solely for the purpose of effecting the terms and provisions of this Agreement.

9. Marketer acknowledges and agrees AllyHealth™ is not insurance nor is it intended to replace insurance.

10. Marketer shall not engage in any marketing practices that are false and/or misleading with respect to the products/services of AllyHealth™.

11. Marketer shall deliver to AllyHealth a copy of each complaint, request and/or inquiry pertaining to AllyHealth™ received by Marketer from any consumer, federal or state insurance regulatory authority (accompanied by copies of all reasonably available information and records necessary to assist AllyHealth™ in responding) no later than two (2) business days after receipt of such complaint, request or inquiry.

12. Marketer acknowledges (a) AllyHealth does not practice medicine or any other licensed profession, (b) AllyHealth does not control the actions of their vendors and is not responsible in the event one or more of these vendors terminate, cease, or modify the service(s) and/or product(s) offered in AllyHealth™, (c) AllyHealth is not responsible for the care and treatment of members rendered by the participating professionals from the respective network in which they are associated; such care and treatment being the sole responsibility of the participating professionals from the respective network in which they are associated, (d) with regards to any discount health card services, each member shall be solely financially responsible for paying the usual and customary fees of participating professionals, less applicable discounts established from time to time by AllyHealth, for services received by such member, and AllyHealth is not responsible or accountable for providing funds to pay for such services, (e) and with regards to telehealth services, each member may be financially responsible for paying for consultation fees or other fees for service, depending on the specific program structure arranged for such member.

13. Marketer shall indemnify, defend and hold harmless AllyHealth and each of its officers, directors, managers, members, and employees, agents, affiliates and successors and assigns from and against any and all losses, damages, claims, suits, proceedings, liabilities, costs, and expenses (including, without limitation, settlement costs, interest, penalties, and reasonable attorneys’ fees and any legal or other expenses for investigation or defense of any actions or threatened actions) (collectively “Damages”) which may be imposed on, sustained, incurred or suffered by or served against AllyHealth as a result of, relating to, arising out of, or in connection with (a) any negligence or willful misconduct of Marketer; or (b) any breach by Marketer of any term or provision of this Agreement or any duty owed to AllyHealth; or (c) the Marketer’s violation of any rule, regulation, requirement or law of any federal, state or local governmental authority; or (d) the acts or omissions of the Marketer’s employees, agents, contractors, vendors.

14. This Agreement is made in accordance with the laws of the State of Pennsylvania without application of or reference to any choice of law principles. Marketer acknowledges and agrees that the exclusive venue any dispute regarding this Agreement shall be in Philadelphia County, Pennsylvania.

15. The initial Term of this Agreement shall be one (1) year, commencing upon the Effective Date (“Initial Term”). The Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless a Party provides written notice to the other Party of its intent to terminate the Agreement at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. The Initial Term and Renewal Terms are collectively referred to herein as the Agreement “Term”.

16. AllyHealth, at its option, may terminate this Agreement immediately or at any time under the following circumstances:

    1. If Marketer, its affiliates, related entities, and/or subsidiaries, or any partner and/or agent acting on behalf of Marketer, engages directly or indirectly in conduct that violates any law, rule or regulation including illegal marketing practices. In such event, AllyHealth may deactivate members enrolled by Marketer in its sole discretion.
    2. If any provision of this agreement is breached
    3. If any law, rule or regulation is enacted or promulgated that prohibits the performance of any of the duties hereunder, or if any law, rule or regulation is interpreted to prohibit such performance.
    4. Upon termination by AllyHealth with cause, or breach of any term of this agreement and failure to cure within three (3) days, Marketer shall forfeit all future commission and marketing fees.

17. This Agreement may be terminated at any time upon thirty (30) days written notice by either party.

    1. Upon termination by either party without cause, all existing memberships will continue to be serviced so long as membership fees are received and Marketer shall continue to receive commission so long as active memberships remain in force and membership fees are received.

18. Upon termination by either party with or without cause, the indemnification and confidentiality and other obligations of the Parties, or any other clauses herein, which by their terms or nature are to be performed or complied with subsequent to the expiration or termination of this Agreement shall survive and continue in full force and effect.

19. The Parties acknowledge and agree that they may be given access to or become acquainted with certain confidential and proprietary information of the other party. Furthermore, each party acknowledges and agrees during and after the termination or expiration of this Agreement for any reason whatsoever, to keep confidential and not disclose or use Confidential Information (as defined below) of the other party (the “Disclosing Party”) that the receiving party (the “Receiving Party”) learns or may have access to in connection with the negotiation or performance of this Agreement. Except as otherwise required by law or as may be necessary to enforce such Party’s rights under this Agreement, neither Party shall disclose Confidential Information to any third party without the prior written consent of the other Party. Each party shall use reasonable precautions to protect the other Party’s Confidential Information and employ at least those precautions that such Party employs to protect its own Confidential Information. Each party shall be responsible for any breach of this Agreement by its agents, employees, assistants or personnel. “Confidential Information” shall not include information that (a) is in or (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) enters the public domain (and is readily available without substantial effort); (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by another person without restriction; (d) was independently developed by it without access to such information and without use of any Confidential Information of the Disclosing Party; and (e) is required, pursuant to judicial action or governmental regulations or other requirements, to be disclosed; provided, however, that such party takes reasonable steps to notify the Disclosing Party to consent to the disclosure or seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Disclosing Party and its personnel shall furnish only that portion of the Confidential Information which is legally required and the other party shall exercise his or her best efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information.

    1. The Parties agree that a violation of this Section by either Party will cause irreparable harm and financial loss to the other Party. Thus, both Parties agree that the other Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such violation and for such other relief as the other Party shall deem appropriate. Both Parties expressly agree that the other Party shall be entitled, in addition to any other remedy provided by law or in equity, to an injunction or other equitable remedy respecting such violation or continued violation. If any action at law or in equity is brought to enforce or interpret the provisions of this Section 12, the prevailing party in such action shall be entitled to reasonable attorneys’ fees.

20. In relation to the subject of this Agreement, each party shall perform its duties in compliance with all applicable laws, ordinances, regulations and other requirements, state or federal, that are now governing or may in the future govern the subject matter of this Agreement. Additionally, each party shall secure and maintain all licenses, registrations and permits by any local, state, federal, or governmental authority required of them in the performance of its obligations under this Agreement. Upon request, Marketer agrees to supply any documentation to AllyHealth in order to assist in resolving any member complaint.

21. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature by facsimile or email shall also bind each of the parties to this Agreement.

22. If one of the provisions contained in this Agreement is determined, for any reason, to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. Moreover, if one or more of the provisions of this Agreement is, for any reason, held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law.

SCHEDULE 1

Plans and Pricing

Marketer shall be authorized to sell AllyHealth™ Memberships on a non-exclusive basis as described below:

*Telemedicine plan includes unlimited free doctor consultations for primary member and dependents, subject to utilization caps at AllyHealth’s discretion.

Disclaimer: AllyHealth reserves the right to update, modify, or change the plans and/or pricing at any time at its sole and absolute discretion. Pricing updates will be communicated via email and published on AllyHealth’s Agent Portal. In the event of any changes to Plans and/or Pricing, Marketer will be obligated to comply with the updated Plans and Prices.

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