Terms & Condition

To simplify the Terms and Conditions of the PrecisionWellness Program Membership Agreement (“Agreement”), (i) the words “you”, “your” or Member” mean and include the applicant named as the Primary Member (“Primary Member”), and (ii) the words “we”, “us”, or “our” mean and include The Health Bank, its affiliates, successors, and assigns.

Membership
(a)Your membership in The Health Bank (“Membership”) for the PrecisionWellness Program is a six (6) month Membership, and includes only the Primary Member.

Services
For an outline of the services (“Services”) available, please see Addendum A attached to these Terms & Conditions. The Health Bank reserves the right to change the Services at any point in time. The Health Bank will make Members aware of all changes in writing, prior to taking effect.

Fees
(a)In exchange for our agreement to provide the Services to you, as outlined in Addendum A, you agree to pay the Membership fee, as is set forth on the Membership Agreement form. The Health Bank reserves the right to modify the fee schedule upon review or additional expenses. Members will be notified upon renewal of the program membership of any fee increases and may elect to not renew without penalty.

(b)Your Membership fee is due and payable at the time you submit to us the Membership Agreement Form.

Termination
(a)The Health Bank will notify you within 30 days prior to the sixth (6th) month anniversary of the Effective Date (the “Anniversary Date”) by phone and/or email to inform you of the Membership conclusion.

(b)You may terminate your Membership Agreement at any time with a 30-day written notice to The Health Bank. In the event you terminate the Agreement prior to your Anniversary Date, no portion of the Membership Fee will be refunded to you, and we will retain all such amount.

(c)The Health Bank reserves the right to terminate the Membership Agreement with cause by providing you with written notice. If we make this election, no portion of the Membership Fee will be refunded to you. Reasons for termination include: The Member has not paid Membership Fee(s) as outlined; the Member has outstanding, unpaid bills for program partner services; or the Member has breached any of the other Terms and conditions of this Agreement.

Change in Membership Status
Any change in Status shall be subject to the revised description of Services and any additional Terms and Conditions that The Health Bank deems suitable, in its sole discretion, in connection with the revised Status. Such Services and additional Terms and Conditions, if any, shall supersede, in their entirety, the existing Services and any Terms and Conditions attached to this Agreement.

Members Responsibilities
(a)You or your insurance company will be responsible for paying all medical, clinical, diagnostic, therapeutic and other health related services and/or items provided that fall outside of the scope of services clearly stated in Addendum A. (b)Members will be personally responsible for themselves for any misconduct and/or any misdemeanor on his/her part.

Confidentiality of Member Information
Our policies regarding the confidentiality of certain information about you are set forth in the Terms of Data Protection, which can be found in Addendum B.

Limitations
(a)We are neither (i) an insurance broker, insurance underwriter, insurer, reinsurer, reinsurance intermediary, payer, health maintenance organization or other managed care company, health or employee benefit plan or third party administrator, fiduciary or plan administrator nor (ii) a provider of health care, nor (iii) an agent or representative of (nor otherwise acting on behalf of) any of the foregoing. In addition, no person or entity who provides health care to you in connection with, or as a result of, your Membership, nor any other provider of products, services or treatment to you, is our agent or representative, or is otherwise acting on our behalf.

(b)In no event will we have any liability, obligation or responsibility (or otherwise be considered) to provide any diagnoses of, or related to, your medical conditions or illnesses, or to provide any related treatment. All such diagnoses and treatment shall be the sole responsibility of the physicians or other health care providers which you may select from time to time.

(c)We will not be liable, obligated or responsible for (i) the availability, quantity, quality or results of any products, services or treatment received by you, or for any failure to obtain products, services or treatment, (ii) any negligence, error or omission, or malpractice, or any other action or inaction of any person or entity providing products, services or treatment to you, and/or (iii) payment or collection of any charges, claims, bills, fees, costs, expenses or any other amounts incurred by or on behalf of any Member or Family Members in connection with any products, services, or treatment (all of which are the sole responsibility of the Member).

(d) WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANY OF THE PRODUCTS, SERVICES OR TREATMENT PROVIDED TO YOU IN CONNECTION WITH YOUR MEMBERSHIP, AND ALL SUCH PRODUCTS, SERVICES AND TREATMENT ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, WE HEREBY SPECIFICALLY DISCLAIM ALL EXPRESS, STATUTORY AND IMPLIED WARRANTIES.

(e) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE WILL NOT BE LIABLE, OBLIGATED OR RESPONSIBLE TO THE MEMBER OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, COSTS OF
PROCUREMENT OF SUBSTITUTE SERVICES, COST OF CAPITAL, AND OTHER LOSS, REGARDLESS OF WHETHER WE KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES. IF ANY OF THE SERVICES DO NOT CONFORM TO THE STANDARDS OF PERFORMANCE SET FORTH IN THESE TERMS AND CONDITIONS, OUR SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO BUT NOT EXCEEDING ANY AMOUNT RECEIVED BY US FROM YOU FOR THE PERIOD OF 6 MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM ARISES REGARDLESS OF FORM OR THE NUMBER OF ACTIONS.

(f) We will not be liable, obligated or responsible for any cessation, interruption or delay in the provision or procurement of any Services due to causes beyond our reasonable control such as, without limitation, fire, flood, earthquake or other natural disaster, act of God, war or armed conflict (whether or not officially declared), strikes, labor difficulties, riot, civil disturbance, accident, disruption of the public markets or the failure of any supply, transportation, telecommunications, power or other essential commodities or services.

(g)The relationship between you and us is not a joint venture, association, partnership, agency or similar relationship (each, a “Partnering Relationship”), and no liabilities, obligations or responsibilities will be imposed on you or us based on a Partnering Relationship.

You agree to indemnify and hold harmless The Health Bank, our employees, agents, officers, directors, stockholders, partners, members, affiliates, successors and assigns, from and against any and all payment obligations resulting from actions, suits, proceedings, investigations, demands, claims, judgments, liabilities, obligations, liens, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) based upon, resulting from, arising out of, or in any way relating to (i) any breach by you of any of these Terms and Conditions, and/or (ii) our provision or procurement of any of the Services hereunder, except to the extent such Losses are directly attributable to our gross negligence or willful misconduct.

Ownership Rights
All trademarks, trade names, copyrighted material and any other intellectual property right of The Health Bank and its program partners will remain, at all times, the exclusive property of The Health Bank and/or its program partners, and you must not appropriate or use such property without prior written consent.

Miscellaneous
(a)Your Membership is non-assignable and non-transferable, nor may you assign or delegate any of your rights or duties under these Terms and Conditions, directly or indirectly, to any person or entity without our prior written consent, and any act in violation of the foregoing will be null and void. Subject to the foregoing, these Terms and Conditions will be binding upon, and will inure to the benefit of, you and us, and your and our respective successors and permitted assigns only. Nothing contained in these Terms and Conditions (or other rights, if any, which you may have as a result of your Membership) shall be deemed to confer any rights or benefits upon any third parties.

(b)We reserve the right to change or amend these Terms and Conditions at any time. If we make any such change or amendment, we will provide written notice to the Primary Member. If you do not wish to accept such change or amendment, you may opt out of your Membership within 45-days of notice receipt. Continued Membership after the 45-day period represents acceptance of the revised Terms and Conditions. We also reserve the right to interpret and apply these Terms and Conditions, and all such interpretations will be final, conclusive and binding on you. The failure of The Health Bank to enforce, at any time, any of the provisions, conditions or requirements of these Terms and Conditions, or the failure to require, at any time, performance by you of any of the provisions of these Terms and Conditions, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of The Health Bank to enforce each and every such provision thereafter. Any and all waivers by The Health Bank of any provision, condition or requirement of these Terms and Conditions shall only be effective against The Health
Bank if such waiver is in writing signed by an authorized officer of The Health Bank, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

(c)The Membership Agreement Form, the Services, the Patient Health Data Privacy Terms, and the Family Member Addition Form, if any, are integral parts of these Terms and Conditions and are incorporated by reference. These Terms and Conditions constitute the entire agreement between you and us with respect to the Membership, and supersede all previous and contemporaneous agreements and understandings, whether oral or written, with respect to the Membership. If, for any reason, a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be invalid or unenforceable, such provision will be deemed modified with retroactive effect to render such provision valid and enforceable to the maximum extent permissible so as to affect our intent, and the remainder of these Terms and Conditions will continue in full force and effect.

(d)All notices, communications and inquiries by you to us regarding these Terms and Conditions must be made in writing and addressed as follows, and will be effective (i) when delivered by hand or facsimile transmission, (ii) one day after delivery by receipted overnight delivery, or (iii) four days after being mailed by certified or registered mail, return receipt requested, with postage prepaid:

The Health Bank
Unit #2005, Jumeirah Business Center 3
Cluster Y, Jumeirah Lake Towers
Dubai, United Arab Emirates
P.O. Box 337239
Fax No.: 971 04 557 3471

(e)This Agreement should be understood in its entirety by the Member prior to signing it is the Members own responsibility to seek independent advice before agreeing to these Terms and Conditions.

(g)This Agreement will be governed by the Laws and Regulations of the DMCC FZ and the Member submits themselves to the exclusive jurisdiction of the courts of the United Arab Emirates for the resolution of any disputes arising between the Parties.

Effective Date
The Agreement shall be in effect (“Effective Date”) from the date the Agreement is signed, provided that all fee(s) have been received. In the event payment is not received within 7 business days, the Membership will be suspended, and services will only be made available upon receipt of payment. The Membership will be valid for six (6) calendar months, given Membership Fees are paid in full.[/vc_column_text][/vc_tta_section]

1.1 To simplify these terms and conditions (this “Letter”), (i) the words “you”, “your” or “client” mean and include the individual named as the client at the end of this Letter (the “Client”), and (ii) the words “we”, “us”, “our”, or “Grace Aesthetics” mean The Health Bank [FZ] (including its Grace Aesthetics division) and its affiliates, successors and assigns. Client and Grace Aesthetics are collectively the “Parties”.

1.2 This Letter sets out the terms and conditions on which we agree to provide you with certain services as detailed in your selected Package and/or set out in paragraph 2 (“Services”).

2. THE SERVICES
2.1 We will provide you with the Services corresponding to your selected Package. Please note that we provide practical information concerning beauty, image and cosmetic surgery. You will not be given medical advice or professionally referred to any doctors, surgeries or medical procedures. We do not formally recommend medical practitioners, organizations, companies or procedures. Grace Aesthetics reserves the right to change the Services at any point in time. Grace Aesthetics will give clients written notice of any changes to the Services.

2.1.1 Package 1, “The Consult”:
One consultation with Neena Jafar. This consultation may include a confidential detailed discussion regarding aesthetic concerns, goals, desires. You may receive suggestions, options, and/or recommendations regarding physicians, facilities and procedures.
Duration: 1 consultation

2.1.2 Package 2, “Skin Savvy”:
Two consultations with Neena Jafar, one SkinDNATM test and one Smart Health Passport. The consultations may include a confidential detailed discussion regarding aesthetic concerns, goals, desires, as well as your DNA results. You may receive suggestions, options, and/or recommendations regarding physicians, facilities and procedures. The SkinDNATM test is a simple, non-invasive saliva swab, which will be administered during the first consultation. The specimen will be sent to and analyzed by a Grace Aesthetics partner laboratory. The Smart Health Passport is an electronic record of your SkinDNATM results. This will be available to you for a period of 3 months from the package commencement date set out in paragraph 4 below.
Duration: 2 consultations and 3 months’ Smart Health Passport access

2.1.3 Package 3, “Practice Prevention”:
Two consultations with Neena Jafar, one comprehensive blood analysis and a 3-month EssentialCare membership to The Health Bank1. The blood sample(s) will be collected and analyzed by a Grace Aesthetic partner located in Dubai, UAE licensed to perform the procedure. The consultations may include a confidential detailed discussion regarding aesthetic concerns, goals, desires, as well as your blood results. You may receive suggestions, options, and/or recommendations regarding physicians, facilities and procedures.
Duration: 2 consultations and 3 months’ Smart Health Passport access and EssentialCare membership

1 For more information regarding The Health Bank memberships, please refer to The Health Bank’s Terms and Conditions [available at X].

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2.1.4 Package 4, “Absolute Aesthetics”:
Two consultations with Neena Jafar, one SkinDNATM test, one comprehensive blood analysis and a 12-month PremiumCare membership to The Health Bank2. The consultations may include a confidential detailed discussion regarding aesthetic concerns, goals, desires, as well as your DNA and blood results. You may receive suggestions, options, and/or recommendations regarding physicians, facilities and procedures. The blood sample(s) will be collected and analyzed by a Grace Aesthetic partner located in Dubai, UAE licensed to perform the procedure. The SkinDNATM test is a simple saliva swab, which will be administered during the first consultation. The specimen will be sent to and analyzed by a Grace Aesthetics partner laboratory.
Duration: 2 consultations and 12 months’ Smart Health Passport access and PremiumCare membership

3. DURATION AND TERMINATION
3.1 We will commence providing the Services to you at the first appointment. The first appointment will be held on a date to be agreed between you and Grace Aesthetics and, in any event, no later than 90 days after the execution of this Letter by you and Grace Aesthetics. We will continue providing the Services for the corresponding duration set out in paragraph 2 for the relevant selected Package.

3.2 Cancellations, rescheduling and refunds will be at the sole discretion of Grace Aesthetics.

3.3 We reserve the right to terminate the Agreement, this Letter and provision of the Services if you fail to pay any sum arising out of or in connection with the Agreement or this Letter.

4. CHARGES AND PAYMENTS
4.1 The charge for your selected Service is set out in the Agreement and is payable at or before the first appointment, unless otherwise agreed in writing with Grace Aesthetics.

4.2 The charges are inclusive of all costs.

5. MEMBERS RESPONSIBILITIES
5.1 You or your insurance company will be responsible for paying all medical, clinical, diagnostic, therapeutic and other health related services and/or items provided to you, which are not a part of the Services as per the package you have chosen in the Agreement.

5.2 You are responsible for providing Grace Aesthetics with a full, truthful health history and account of all previous surgeries. We will be entitled to rely upon, and assume the accuracy and completeness of all information which you provide to us. Our ability to provide the Services to you depends on the accuracy and completeness of all such information.

5.3 Clients will be personally responsible for themselves for any misconduct and/or any misdemeanor on his/her part.

6. LIMITATIONS
6.1 We are not:
2 See footnote 1 above.

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(i) an insurance broker, insurance underwriter, insurer, reinsurer, reinsurance intermediary, payer, health maintenance organization or other managed care company, health or employee benefit plan or third-party administrator, fiduciary or plan administrator;

(ii) a medical practitioner, medical facility or provider of health care; or

(iii) an agent or representative of (nor otherwise acting on behalf of) any entity listed at (i) or (ii) above.

6.2 No person or entity who provides health care to you in connection with, or as a result of, the Services, nor any other provider of products, services or treatment to you, is our agent, representative or acts on our behalf.

6.3 In no event will we have any liability, obligation or responsibility (or otherwise be considered) to provide any diagnoses of, or related to, your medical conditions or illnesses, or to provide any treatment whatsoever. All such diagnoses and treatment shall be the sole responsibility of the physicians or other health care providers which you may select from time to time.

6.4 We will not be liable, obligated or responsible for (i) the availability, quantity, quality or results of any products, services or treatment received by you, or for any failure to obtain products, services or treatment, (ii) any negligence, error, act, omission or malpractice of any person or entity providing products, services or treatment to you, and/or (iii) payment or collection of any charges, claims, bills, fees, costs, expenses or any other amounts incurred by you in connection with any products, services, or treatment (all of which are the sole responsibility of the client).

6.5 WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANY OF THE PRODUCTS, SERVICES OR TREATMENT PROVIDED TO YOU IN CONNECTION WITH YOUR SERVICES, AND ALL SUCH PRODUCTS, SERVICES AND TREATMENT ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, WE HEREBY SPECIFICALLY DISCLAIM ALL EXPRESS, STATUTORY AND IMPLIED WARRANTIES.

6.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE WILL NOT BE LIABLE, OBLIGATED OR RESPONSIBLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS, CLAIMS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, PERSONAL INJURY, AND OTHER LOSS, REGARDLESS OF WHETHER WE KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES. IF ANY OF THE SERVICES DO NOT CONFORM TO THE STANDARDS OF PERFORMANCE SET FORTH IN THIS LETTER, OUR SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO BUT NOT EXCEEDING ANY AMOUNT RECEIVED BY US FROM YOU FOR THE PERIOD OF 3 MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM ARISES REGARDLESS OF THE FORM OR NUMBER OF ANY ACTIONS.

6.7 We will not be liable, obligated or responsible for any cessation, interruption or delay in the provision or procurement of any Services due to causes beyond our reasonable control such as, without limitation, fire, flood, earthquake or other natural disaster, act of God, war or armed conflict (whether or not officially declared), strikes, labor difficulties, riot, civil disturbance, accident, disruption of the public markets or the failure of any supply, transportation, telecommunications, power or other essential commodities or services.

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6.8 The relationship between you and us is not a joint venture, association, partnership, agency or similar relationship (each, a “Partnering Relationship”), and no liabilities, obligations or responsibilities will be imposed on you, or us, based on a Partnering Relationship.

6.9 You agree to indemnify and hold harmless Grace Aesthetics, our employees, agents, officers, directors, stockholders, partners, members, affiliates, successors and assigns, from and against any and all payment obligations resulting from actions, suits, proceedings, investigations, demands, claims, judgments, liabilities, obligations, liens, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) based upon, resulting from, arising out of, or in any way relating to (i) any breach by you of any of these Terms and Conditions, and/or (ii) our provision or your procurement of any of the Services hereunder, except to the extent such Losses are directly attributable to our gross negligence or willful misconduct.

7. OWNERSHIP RIGHTS
7.1 All trademarks, trade names, trade secrets, copyrighted material, work product and any other intellectual property rights of Grace Aesthetics will remain, at all times, the exclusive property of Grace Aesthetics, and you must not appropriate or use such property without our prior written consent.

8. DISCLAIMER
8.1 The Services are for general information purposes only and do not purport to be comprehensive, to provide advice or to, in any way, create a legally enforceable relationship between us and you. Reliance on any information we provide is solely at your own risk and you should independently verify any information before relying upon it. We advise you to take professional competent medical advice informed by and adapted to your particular circumstances.

8.2 We use all reasonable endeavors to ensure that all information we provide as part of the Services and on our website and elsewhere is accurate. Notwithstanding the foregoing, we make no representations that this information is accurate, up-to-date and/or complete and we offer no warranties in relation to it and we exclude all liability in relation to its contents, to the fullest extent such liability can be excluded by law.

9. CONFIDENTIALITY
9.1 The Services are provided under terms of strict confidentiality. Each of the Parties undertakes to the other to keep confidential all information (written or oral) concerning the Services and the business and personal affairs of the other of which it becomes aware as a result of the discussions leading up to and/or the performance of this Letter and the Services. All photographs received via email shall be permanently deleted from our computers immediately following all consultations.

9.2 You and we undertake to each other to take all such steps as may from time to time be necessary to ensure compliance with the provisions of this clause.

9.3 Under no circumstances will you discuss the provision and contents of the Services with any journalist or member of the press without first obtaining our prior written approval. You agree to notify us and to provide us with the full details immediately in the event that you are approached by any member of the press regarding any aspect of the Services or of your relationship with us.
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10. GENERAL
10.1 This Letter is personal to you and is not capable of assignment by you without our prior written consent. Nothing in this Letter shall constitute or be deemed to constitute a partnership between us.

10.2 A person who is not a party to this Letter shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Letter.

10.3 This Letter and all documents referred to in it constitute the entire agreement between us and replaces all prior oral or written agreements, understandings or statements between us.

10.4 If any provision of this Letter becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.

10.5 This Letter shall be governed and interpreted in accordance with the laws of England and Wales. Each of the Parties will work cooperatively to resolve any dispute arising out of or in connection with the Agreement, this Letter or the Services (including claims relating to the negotiations and the inducement to enter into the Agreement and this Letter) (a “Dispute”). In the event that the Dispute remains and one of the Parties wishes to escalate it to a formal dispute resolution forum, the Parties hereby irrevocably submit to binding arbitration at the London Court of International Arbitration in the UK.

10.6 All notices, requests, demands, or other communications relating to this Letter will be deemed properly given when furnished by receipted hand or courier delivery to the Parties or sent to their valid email addresses.

10.7 This Letter may not be amended or qualified except by a writing executed by the Parties or their representatives, duly authorized.

To simplify the Terms and Conditions of the PrecisionWellness Program Membership Agreement (“Agreement”), (i) the words “you”, “your” or “Member” mean and include the applicant named as the Primary Member (“Primary Member”), and (ii) the words “we”, “us”, or “our” mean and include The Health Bank, its affiliates, successors, and assigns.

Membership
(a) Your membership in The Health Bank (“Membership”) for the PrecisionWellness – Cancer Detection Screening is a 12-month Membership, and includes only the Primary Member.

Services
For an outline of the services (“Services”) available, please see the attached Addendum A – PrecisionWellness Cancer Screening Services to these Terms & Conditions. The Health Bank reserves the right to change the Services at any point in time. The Health Bank will make Members aware of all changes in writing, prior to taking effect.

Fees
(a) In exchange for our agreement to provide the Services to you, as outlined in Addendum A – PrecisionWellness Cancer Screening Services, you agree to pay the Membership fee, as is set forth on the Membership Agreement form. The Health Bank reserves the right to modify the fee schedule upon review or additional expenses. Members will be notified upon renewal of the program membership of any fee increases and may elect to not renew without penalty.

(b) Your Membership fee is due and payable at the time you submit to us the Membership Agreement Form.

Termination
(a) The Health Bank will notify you within 30 days prior to the sixth (6th) month anniversary of the Effective Date (the “Anniversary Date”) by phone and/or email to inform you of the Membership conclusion.
(b) You may terminate your Membership Agreement at any time with a 30-day written notice to The Health Bank. In the event you terminate the Agreement prior to your Anniversary Date, no portion of the Membership Fee will be refunded to you, and we will retain all such amount.

(c) The Health Bank reserves the right to terminate the Membership Agreement with cause by providing you with written notice. If we make this election, no portion of the Membership Fee will be refunded to you. Reasons for termination include: The Member has not paid Membership Fee(s) as outlined; the Member has outstanding, unpaid bills for program partner services; or the Member has breached any of the other Terms and Conditions of this Agreement.

Change in Membership Status
Any change in Status shall be subject to the revised description of Services and any additional Terms and Conditions that The Health
Bank deems suitable, in its sole discretion, in connection with the revised Status. Such Services and additional Terms and Conditions, if
any, shall supersede, in their entirety, the existing Services and any Terms and Conditions attached to this Agreement.

Members Responsibilities
(a) You or your insurance company will be responsible for paying all medical, clinical, diagnostic, therapeutic and other health related services and/or items provided that fall outside of the scope of services clearly stated in Addendum A – PrecisionWellness Cancer Screening Services.

(b) Members will be personally responsible for themselves for any misconduct and/or any misdemeanor on his/her part.

Confidentiality of Member Information
Our policies regarding the confidentiality of certain information about you are set forth in the Terms of Data Protection, which can be found in Addendum B.

Limitations
(a) We are neither (i) an insurance broker, insurance underwriter, insurer, reinsurer, reinsurance intermediary, payer, health maintenance organization or other managed care company, health or employee benefit plan or third party administrator, fiduciary or plan administrator nor (ii) a provider of health care, nor (iii) an agent or representative of (nor otherwise acting on behalf of) any of the foregoing. In addition, no person or entity who provides health care to you in connection with, or as a result of, your Membership, nor any other provider of products, services or treatment to you, is our agent or representative, or is otherwise acting on our behalf.

(b) In no event will we have any liability, obligation or responsibility (or otherwise be considered) to provide any diagnoses of, or related to, your medical conditions or illnesses, or to provide any related treatment. All such diagnoses and treatment shall be the sole responsibility of the physicians or other health care providers which you may select from time to time.

(c) We will not be liable, obligated or responsible for (i) the availability, quantity, quality or results of any products, services or treatment received by you, or for any failure to obtain products, services or treatment, (ii) any negligence, error or omission, or malpractice, or any other action or inaction of any person or entity providing products, services or treatment to you, and/or (iii) payment or collection of any charges, claims, bills, fees, costs, expenses or any other amounts incurred by or on behalf of any
Member or Family Members in connection with any products, services, or treatment (all of which are the sole responsibility of the Member).

(d) WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANY OF THE PRODUCTS, SERVICES OR TREATMENT PROVIDED TO YOU IN CONNECTION WITH YOUR MEMBERSHIP, AND ALL SUCH PRODUCTS, SERVICES AND TREATMENT ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, WE HEREBY SPECIFICALLY DISCLAIM ALL EXPRESS, STATUTORY AND IMPLIED WARRANTIES.

(e) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE WILL NOT BE LIABLE, OBLIGATED OR RESPONSIBLE TO THE MEMBER OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, COST OF CAPITAL, AND OTHER LOSS, REGARDLESS OF WHETHER WE KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES. IF ANY OF THE SERVICES DO NOT CONFORM TO THE STANDARDS OF PERFORMANCE SET FORTH IN THESE TERMS AND CONDITIONS, OUR SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO BUT NOT EXCEEDING ANY AMOUNT RECEIVED BY US FROM YOU FOR THE PERIOD OF 6 MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM ARISES REGARDLESS OF FORM OR THE NUMBER OF ACTIONS.

(f) We will not be liable, obligated or responsible for any cessation, interruption or delay in the provision or procurement of any Services due to causes beyond our reasonable control such as, without limitation, fire, flood, earthquake or other natural disaster, act of God, war or armed conflict (whether or not officially declared), strikes, labor difficulties, riot, civil disturbance, accident, disruption of the public markets or the failure of any supply, transportation, telecommunications, power or other
essential commodities or services.

(g) The relationship between you and us is not a joint venture, association, partnership, agency or similar relationship (each, a “Partnering Relationship”), and no liabilities, obligations or responsibilities will be imposed on you or us based on a Partnering Relationship. You agree to indemnify and hold harmless The Health Bank, our employees, agents, officers, directors, stockholders, partners, members, affiliates, successors and assigns, from and against any and all payment obligations resulting from actions, suits,
proceedings, investigations, demands, claims, judgments, liabilities, obligations, liens, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) based upon, resulting from, arising out of, or in any way relating to (i) any breach by you of any of these Terms and Conditions, and/or (ii) our provision or procurement of any of the Services hereunder, except to the extent such Losses are directly attributable to our gross negligence or willful misconduct.

Ownership Rights
All trademarks, trade names, copyrighted material and any other intellectual property right of The Health Bank and its program partners will remain, at all times, the exclusive property of The Health Bank and/or its program partners, and you must not appropriate or use such property without prior written consent.

Miscellaneous
(a) Your Membership is non-assignable and non-transferable, nor may you assign or delegate any of your rights or duties under these Terms and Conditions, directly or indirectly, to any person or entity without our prior written consent, and any act in violation of the foregoing will be null and void. Subject to the foregoing, these Terms and Conditions will be binding upon, and will inure to the benefit of, you and us, and your and our respective successors and permitted assigns only. Nothing contained in these Terms and Conditions (or other rights, if any, which you may have as a result of your Membership) shall be deemed to
confer any rights or benefits upon any third parties.

(b) We reserve the right to change or amend these Terms and Conditions at any time. If we make any such change or amendment, we will provide written notice to the Primary Member. If you do not wish to accept such change or amendment, you may opt out of your Membership within 45-days of notice receipt. Continued Membership after the 45-day period represents acceptance of the revised Terms and Conditions. We also reserve the right to interpret and apply these Terms and Conditions, and all such interpretations will be final, conclusive and binding on you. The failure of The Health Bank to enforce, at any time, any of the provisions, conditions or requirements of these Terms and Conditions, or the failure to require, at any time, performance by you of any of the provisions of these Terms and Conditions, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of The Health Bank to enforce each and every such provision thereafter. Any and all waivers by The Health Bank of any provision, condition or requirement of these Terms and Conditions shall only be effective against The Health Bank if such waiver is in writing signed by an authorized officer of The Health Bank, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

The Membership Agreement Form, the Services, the Patient Health Data Privacy Terms, and the Family Member Addition Form, if any, are integral parts of these Terms and Conditions and are incorporated by reference. These Terms and Conditions constitute the entire agreement between you and us with respect to the Membership, and supersede all previous and contemporaneous agreements and understandings, whether oral or written, with respect to the Membership. If, for any reason, a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be invalid or unenforceable, such
provision will be deemed modified with retroactive effect to render such provision valid and enforceable to the maximum extent permissible so as to affect our intent, and the remainder of these Terms and Conditions will continue in full force and effect.

(d) All notices, communications and inquiries by you to us regarding these Terms and Conditions must be made in writing and addressed as follows, and will be effective (i) when delivered by hand or facsimile transmission, (ii) one day after delivery by receipted overnight delivery, or (iii) four days after being mailed by certified or registered mail, return receipt requested, with postage prepaid:

The Health Bank
Unit #2005, Jumeirah Business Center 3 Cluster Y, Jumeirah Lake Towers Dubai, United Arab Emirates
P.O. Box 337239
Fax No.: 971 04 557 3471

(e) This Agreement should be understood in its entirety by the Member prior to signing it is the Members own responsibility to seek independent advice before agreeing to these Terms and Conditions.

(g) This Agreement will be governed by the Laws and Regulations of the DMCC FZ and the Member submits themselves to the exclusive jurisdiction of the courts of the United Arab Emirates for the resolution of any disputes arising between the Parties.

Effective Date
The Agreement shall be in effect (“Effective Date”) from the date the Agreement is signed, provided that all fee(s) have been received. In the event payment is not received within 7 business days, the Membership will be suspended, and services will only be made available upon receipt of payment. The Membership will be valid for twelve (12) calendar months, given Membership Fees are paid in full.

The following Terms describe how your medical information may be used, disclosed, and how you can get access to this information. Please review this document carefully.

Patient Health Data (PHD): Under certain applicable laws, your patient health data (PHD) is protected and confidential. PHD could include personal information, as well as information about your symptoms, test results, diagnosis, treatment, and related medical information. Your PHD could also include administrative data (i.e. payment, billing and insurance information). We always strive to take all reasonable precautions to protect your privacy.

How we use your patient health data (PHD): With your written consent, we may use your PHD to enable health care providers in facilitating member services, treatment, health care provision, administrative purposes, and/or wellness, lifestyle planning and preventative healthcare management.

In response to a court order or administrative tribunal, we may be legally required to disclose your PHD.

Under exceptional circumstances in an emergency we may be required to use or disclose your PHD without your consent.

Treatment: We will use and disclose your PHD to provide you with medical treatment or services. We may also disclose your PHD to other health care providers who are participating in your treatment in any manner, and/or to family members who are helping with your care, only with expressed consent by you. When it is appropriate and necessary, we provide the necessary information to only those we feel are in need of your PHD for treatment, payment, or health care operations, in order to provide health care that is in your best interest.

Payment: We will use and disclose your PHD for payment purposes. We will maintain records of payments from your health plan, if required.

Management: We may use and disclose your PHD to perform various routine management functions (i.e. quality evaluations or records analysis, professional (Health Bank) staff training, other health care providers or ancillary staff involved in your care). We may use your PHD to contact you to provide information about referrals, for follow-up with lab results, to inquire about your health or for other reasons. We may share your PHD with business associates who assist us in performing routine operational functions, but we will always obtain assurances from them to protect your PHD the same as we do.

Special situations that DO NOT require your permission: In an emergency we may be required to use or disclose your PHD without your consent. If you are not able to agree/object (incapacitated), a healthcare provider using professional judgment will determine if it is in your best interest to share the information. We may be required by law to report or disclose vital statistics, diseases, and similar data to public health authorities; information in response to a subpoena, court order, or as required by law enforcement officials. Your PHD may also be shared if you are under custody of the law which is necessary for your health or the health and safety of other individuals. We may use or disclose your PHD to an authorized public or private entity to assist in disaster relief efforts.

We have no obligation to edit, translate, review for accuracy, keep current or otherwise amend your confidential health information: We offer certain services to you and other Members as more fully described in the Terms and Conditions to your Agreement with us. We will at all times act in accordance with the principles of the Data Protection Act 1998 (UK) in handling your confidential information. We agree to accept information about you that you either give to us or authorize others to give to us. We accept that information as is, and have no obligation to do anything with that information other than as described in the Terms and Conditions. Specifically, we do not assume any obligation to translate any medical record, to edit or review any record, to review any record for accuracy or quality assurance purposes, or otherwise amend or monitor the information in such records. Our obligations to you as a Member are described in your Membership Agreement, the Terms and Conditions and all Addendums (collectively, the “Agreement”). No person is authorized to amend the term of the Agreement other than through a written document signed by an authorized officer of The Health Bank.

Individual Rights: You may request restrictions on certain uses and disclosures of your PHD. We are not required to accept all restrictions. We will make every attempt to accommodate this request and, if we cannot, we will tell you prior to the services.

You may ask us to communicate with you confidentially by, for example, sending notices to a special address. In most cases, you have the right to get a copy of your PHD. There may be a charge for the copies.

If you believe information in your record is incorrect, or if important information is missing, you have the right to request that we amend the existing information by submitting a written request. You may request a list of instances where we have disclosed PHD about you for reasons other than treatment, payment, or services.

When and if The Health Bank obtains written medical records/reports from either a physician/hospital or from the Member directly, the record(s) will be digitized and securely uploaded to their universal electronic health record. Based upon the members written preferences, we will either return the documents to the Member, or securely destroy them. To minimize breaches in security, no paper medical records or such documents will be stored at The Health Bank offices.

Our Legal Duty: We are required by law to protect and maintain the privacy of your PHD, to provide these Terms about our legal duties and privacy practices regarding PHD, and to abide by these Terms, currently in effect. We may update or change our privacy practices and policies at any time. Before we make a significant change in our policies, we will change and post the new Terms on our website at www.THBglobal.com. You can also request a copy of our Terms at any time.

If you are concerned about your privacy rights, or if you disagree with a decision we made about your records, you may contact the Data Protection Officer listed below. The Health Bank has a complaint handling procedure. Full details of the complaint  procedure are available on request.

You are advised that decisions regarding the diagnosis and treatment of a medical condition, including decisions regarding drug therapy, are complex medical decisions requiring the independent and informed judgment of an appropriate health care professional.

THB does not in any manner endorse, assume responsibility for any recommendation made by THB of any drug or treatment method advised by any entity or individual within THB network or outside.

What happens when I am no longer a member? Within 30 days of the date you cease being a Member, we will archive all your electronic records. Up to 10 years after you cease your Membership with us, you may request, in writing, that we send your PHD to a person you designate. If you make this request, we may
charge you a fee for the costs of copying, mailing, or other costs incurred by us in complying with your request. In alignment with the Data Protection Act 2008 (UK) we must retain electronic health records for a minimum of seven (7) years, but no longer than thirty (30) years from the date of creation.

Others that you have authorized may have obtained all or part of your confidential PHD, and we have no responsibility to attempt to track and destroy or retrieve any such information obtained by others. We reserve the right to retain a description of the use you have made of The Health Bank’s Services while you were a Member for our records.

Notices, Questions and Complaints
If you believe your rights under this Notice have been violated by us, you may file a complaint with us by notifying our Data Protection Officer. In addition, you may address any notices, questions, or instructions to us, which will be deemed to have been received by us when delivered by hand or confirmed facsimile transmission, or upon mail delivery with signature receipt.

All notices, communications, and complaints must be made in writing and addressed to:

The Health Bank
Attn: Data Protection Officer Unit #2005, Jumeirah Business Center 3
Cluster Y, Jumeirah Lake Towers Dubai, United Arab Emirates PO BOX 337239

These Terms were published and become effective on July 1, 2016

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