Red Club 12 Month Membership Agreement | Red Mountain Weight Loss
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RED CLUB – 12-MONTH MEMBERSHIP AGREEMENT

THIS RED CLUB – 12-MONTH MEMBERSHIP AGREEMENT (this “Agreement”) effective upon signing either electronically, or in person, by and between Red Mountain Med Spa, LLC (“RMMS”) an Arizona limited liability company, with its primary business office located at 14000 N. Hayden Rd., Suite #180, Scottsdale, AZ 85260 (the “Company”), and the signing individual (the “Member”) who may collectively be referred to as “the Parties”.

WHEREAS, the Company is, through its subsidiaries and affiliates, engaged in the business of medical weight loss and medically-supervised wellness, spa, and vitality services (the “Services”);

WHEREAS, the Company desires to provide its members additional benefits that can only be obtained through their purchase of the RED CLUB – 12-MONTH MEMBERSHIP (the “Program”); and

WHEREAS, the Member desires to join the Company’s RED CLUB – 12-MONTH MEMBERSHIP for the purpose of obtaining the Services and the benefits of the membership;

NOW, THEREFORE in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Member agree as follows:

Services and Company Responsibilities

The Program is intended to provide discounted pricing for specific products, medications, and services, where some purchases require a patient-specific prescription from one of the Company’s licensed medical providers (e.g., GLP-1’s). Member understands and agrees to the following:

  • The Member’s membership cannot be shared or transferred to anyone else.
  • All Member purchases are non-refundable and products are non-returnable.

2. MEMBER’S ACCEPTANCE OF THE TERMS OF SERVICE

Along with the terms of this Agreement, Member agrees and acknowledges that he/she has carefully read, understood, and agrees to all the Terms & Conditions.

A. Definitions

For purposes of this Agreement, these terms have the following meanings:

“Purchases” means any/all fee-based products or offerings that you may have purchased or received as part of a subscription or an individual transaction, including membership for the Program, compounded medications, other medications, or other products and services.

“Healthcare Services” means the medical weight loss, wellness, and spa services rendered by, on behalf of, or at the direction of a licensed or registered clinician or another member of the Company’s clinical team, including without limitation medical obesity management, medical nutrition therapy, medical hormone therapy, medical aesthetics, etc.

“Provider” means any member of the Company’s clinical team including but not limited to licensed or registered clinicians.

“Program” means THE RED CLUB 12-MONTH MEMBERSHIP Program.

“Prescription”, “Medication”, or “Refill” means a 28-day supply of prescription medication including but not limited to compounded GLP-1’s, name-brand GLP medications dispensed by Company’s designated & authorized pharmacy partner, other peptides, other medications, other compounded combinations containing of GLP-1 medications, other medications to treat other wellness symptoms such as hormones, hair loss, sexual health, etc.

“GLP Elite” or “GLP Maintenance” means the optional premium upgraded Healthcare Service that Company makes available to Members, outside of this Agreement, for an additional fee. GLP Elite or GLP Maintenance includes private consultations with Providers, individualized meal plans, and additional weight loss boosters.

“DirectMed” means the Company’s subscription Healthcare Service by which medication prescriptions are automatically purchased and dispensed by Company’s designated, authorized pharmacy partner utilizing the payment method placed on file and shipped to the address on file every 28-days.

“Retail Prices” means the current, non-discounted, full-retail prices that Company charges for Purchases. Retail Prices are subject to change at the discretion of the Company.

“Program Fee” means the $399.00 fee that Member agrees to pay the Company to join the Program and participate in its benefits. Program Fee will be processed on the start date of this Agreement (and all subsequent, automatically renewed Agreements). The Program Fee will apply to each 48-week period and payment of the Program Fee shall be due and owing on the start date and on the first day of each 48-week period.

“Sales Tax” means any such tax imposed by any jurisdiction where Purchases are made or shipped and shall be charged to the Member in addition to all other fees described herein.

3. DUTIES AND RESPONSIBILITIES

A. Member’s Responsibilities

The Member promises to follow all the rules and conditions of this Agreement and the Program. These include, but are not limited to:

  • Authorize the payment required Program Fees at the start of each Agreement term as outlined below.
  • Provide complete information along with any changes or updates as required by the Company (including but not limited to: private health information, age, gender, address, other medical history, credit card/payment details, etc.).
  • Authorize the payment of (12) recurring Refills of Prescription medications, as prescribed by the Company’s licensed medical providers and dispensed by Company’s selected pharmacy.
  • Each of these twelve (12) Purchases will be in 28-day increments.
  • Complete twelve (12) Purchases as required under the 48-week term of this Agreement (and during each subsequent 48-week term upon renewal of the Agreement).
  • In order to process these recurring Purchases, Member may choose to complete these Purchases through one of Company’s programs:
    • Premium programs: To complement the prescribed medications, Company offers an optional premium upgrade that includes private consultations (in-location or via telemedicine), individualized meal planning, and weight loss boosters through its programs such as GLP Elite Program (“GLP Elite Program”), RM Lifestyle (“Lifestyle”), RM3 (“RM3”), etc. Any of these programs (“Premium Programs”) can be purchased for an additional fee. Premium Programs are optional, but Members who choose Premium Programs agree to be scheduled, and attend consultations every 28 days at which time they will complete their recurring Purchase at their Member price. Member can choose to start or stop Premium Programs with advanced notice to the Company. Any Member who does not continue with Premium Programs, nor provide notice of such, will be automatically enrolled in DirectMed. The fees for the Premium Programs is $99.00 each 28-day period and does not include the cost of medications, which will be an additional charge.
    • Auto-ship DirectMed program: For Members who do not want to purchase Premium Programs, Company will automatically enroll Members into the DirectMed auto-ship prescription subscription program (“DirectMed”). Members enrolled in DirectMed agree to Company charging their credit card every 28-days for their recurring Purchase at their Member price.
  • Provide and maintain an active, valid, approved payment method on file with the Company to complete recurring purchases/refills. Member hereby authorizes Company to process recurring payments on the provided payment method as per the terms of this Agreement and further agrees that any changes to the term or costs under their Membership agreement must be approved in writing between the Parties.
  • Member agrees to notify Company of any changes to the approved/active payment method.
  • Member agrees that it will not request or process a chargeback claim for purchases made under this Agreement.
  • By agreeing to this Agreement and the Terms and Conditions, Member hereby grants permission to:
    • Receive marketing, promotional, and transactional messages from Company through email.
    • Receive marketing, promotional, and transactional messages from Company through SMS or text messaging.
    • Receive marketing, promotional, and transactional messages from Company through other forms of communication including but not limited to telephone, social media, direct mail, chat, and other mediums.

    Member may opt out of these transmittals in accordance with the Terms and Conditions. Company intends to comply with all rules and regulations related to “opt-in/opt-out,” and may amend and update its Terms and Conditions from time to time.

  • Receive shipments at an authorized delivery address that is within the licensed service area of both the Company and all affiliated vendors selected by the Company (including but not limited to: pharmacies, delivery services, 3PL vendors, etc.). For the avoidance of doubt, Company’s licensed service area means the locations where Purchases can be shipped; Purchases cannot be shipped anywhere that is not in a licensed service area.
  • Member agrees to provide advanced notice to Company of any change of shipping address prior to the next 28-day prescription purchase/refill being processed.
  • Member acknowledges that medications will be shipped to the most recent address on file.
  • Member acknowledges that medications shipped to the wrong address will not be refunded.
  • Properly store of all Purchases as per instructions from the Company or its affiliated vendors (including but not limited to, pharmacies, delivery services, 3PL vendors, etc.). Member accepts full responsibility for receiving and properly handling and/or storing the Purchases. Member will not hold Company liable nor responsible for any lost or missing Purchases, nor any Purchases that were left unattended after delivery.
  • Properly administer the prescribed dosage, in accordance with the written instructions provided with the shipment of the Purchases (including but not limited to, pharmacies, delivery services, 3PL vendors, etc.).
  • Immediately notify the Company of any adverse effects as a result of taking the Purchases.
  • Comply with any other conditions outlined in this Agreement, Terms & Conditions, Program guidelines, and any other consents provided by the Company related to Purchases, Program, or Health Services.

B. Company’s Responsibilities

  • Provide the agreed services as outlined in this Agreement.
  • Maintain the quality of the Program as outlined in this Agreement.
  • Accept and transact Member discounts that are to be applied to the current, full-retail prices (“Retail Prices”) at the time of the purchase.
  • Company reserves the right to adjust or change Retail Prices at its discretion and without prior notice.
  • Company will select vendors and affiliated partners who are properly trained and/or licensed, if applicable (e.g., compound pharmacies, delivery services, 3PL vendors, etc.). Company will provide Member with shipment and tracking information for Purchases that will be shipped to Member.

4. CHARGES AND FEES

A. Payment Methods

As a Member, you are charged the Program Fee and Initiation Fee of $150.00 as set forth during your Healthcare Services.‍ Only approved payment methods acceptable to Company may be used to complete Purchases. Member agrees to pay, using a valid credit card (or other form of payment which we may accept from time to time), the fixed and periodic charges and fees set forth in the Program, applicable taxes, and other charges and fees incurred in order to access Purchases and Healthcare Services. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and shipping and handling charges) as well as all subsequent orders covered by your current Membership subscription.

B. Other Fees

In addition to the Program Fee and charges for any subscriptions, products or services you purchase from us, you are responsible for all charges and fees associated with connecting to any Healthcare Services, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes.

C. Amount of Recurring Subscription Charges & Renewal Charges

We will automatically charge your credit card or other account at the start of this Agreement, for each 28-day Prescription as they occur, and at the start of each renewal period, unless you terminate or cancel your membership before the relevant renewal period begins. The renewal charge will be the same as the prior period’s charge, unless we notify you in advance at the time of signing up or prior to the beginning of the renewal period as described above. Each time you use our Program or Healthcare Services you reaffirm your agreement that we may charge your credit card (or other form of payment, if applicable). In the event we cannot charge your account, we reserve the right to terminate your access to our Program or Healthcare Services. If you were eligible for a discounted rate but are no longer eligible for that rate, your membership will automatically be renewed at our standard membership rates and for our standard period (usually 336-days) at the start of the renewal period.

5. COSTS

A. Membership Fees

At the commencement of this Agreement (and all subsequent, automatically renewed Agreements), the Member will pay the Company a non-refundable membership fee. This fee, amounting to $399.00 (“Program Fee”), must be paid in advance of the execution of this Agreement (and again in advance of the subsequent renewal thereof), covers:

  • Cost of Program provision.
  • Support and any other benefits outlined in this Agreement.
  • The payment schedule and method.

B. Recurring 28-day prescription purchases/refills of Premium Medications

The Member will purchase/refill prescriptions of Premium Medications in 28-day increments throughout the entire 336-day term of this Agreement. Premium Medications included in this program include compounded GLP-1’s (such as compounded GLP-1’s) and other weight loss and wellness prescriptions (additional weight loss and wellness prescriptions will be classified as Premium Medications at the sole discretion of the Company). Specific Premium Medication and dosage will be determined by the Company’s licensed medical providers and dispensed by Company’s selected pharmacy. Each 28-day Premium Medication will be charged at the Retail Price, less the Member discount of $150.00 per 28-day prescription.

C. Optional Additional Purchases

The Member may elect to make additional purchases from the Company throughout the term of this Agreement. For applicable purchases, Member discount will be deducted from the Retail Prices at the time of each purchase.

D. FOB

All Purchases are final “F.O.B. RMMS.” It is the Member’s obligation to ensure that it provides the correct address that is within the licensed service area for all Purchases.

E. Discounts

Member discounts will not/cannot be combined with any other discount, promotion, or special offer (Member may choose to forgo their discount when taking advantage of a preferred promotional discount or special offer). Member discounts off Retail Prices will be applied at the time of purchase as listed below:

  • $150.00 recurring discount off each 28-day prescription of Premium Medications (including but not limited to compounded GLP-1’s, etc. as determined by the Company).
  • $299.00 one-time discount off the Member price for the first 28-day Premium Medication purchase within each new term of this Agreement (subsequent Medication purchases/refills within the term of this Agreement will be charged at the standard Member rate which is a $150.00 discount off Retail Price).
  • $10.00 recurring discount off each 28-day prescription of BPC-157.
  • $20.00 recurring discount off each GLP Essentials Kit.
  • $15.00 recurring discount off each Fat Burner+ Booster Bundle.
  • 10% discount off Retail Prices for over-the-counter product purchases at all physical Red Mountain Weight Loss locations.
  • 10% discount off Retail Prices for Red Mountain branded products purchased on the Company’s online e-commerce store.
  • 10% discount off Retail Prices for Med Spa products and services available at select Red Mountain Weight Loss locations.

Member understands and agrees that any discounts do not apply to any Provider visits.

6. TERM OF AND ENDING THE AGREEMENT

A. Term

The Member will commence the Program on the date this Agreement is entered into and will continue for 336 days, subject to auto-renewal and termination, described below.

B. Auto-Renewal

Unless and without advanced notice from the Member to the Company, this Agreement in its entirety will automatically renew after 336 days and every subsequent 336-day term thereafter. Member agrees to pay the Program Fee ($399.00) at the beginning of every new 336-day term of their Agreement. Member agrees to the renewed Agreement, including all the same terms, conditions, and mutual obligations outlined in this Agreement. All Member benefits will be reactivated for each renewed term.

C. Canceling Auto-Renewal

Member can preemptively stop the automatic renewal for a subsequent term with written notice that is both received and confirmed by the Company prior to the Auto-Renewal date at the conclusion of the then 336-day Agreement term (“Non-Renewal”). If Company does not receive and confirm Member’s Non-Renewal request prior to the start of the subsequent 336-day term, Member agrees that the term will renew for the following 336 days as per the terms listed above.

D. Early Termination

Member acknowledges they are agreeing to this Program as a full 336-day commitment that includes their purchase/refill of twelve (12) Premium Medication 28-day prescriptions during each Agreement term. However, Member will have the right to terminate this Agreement subject to the following requirements:

  • Member must notify Company in writing that they elect to terminate this Agreement prior to the next prescription purchase/refill.
  • Member must pay to the Company an early termination fee (“Early Termination Fee”) in the sum equivalent of $100.00 per unrealized GLP-1 prescription purchase as follows:
    • Buyout after one (1) Prescription purchase during Agreement Term = $1,100.00
    • Buyout after two (2) Prescriptions purchase during Agreement Term = $1,000.00
    • Buyout after three (3) Prescriptions purchase during Agreement Term = $900.00
    • Buyout after four (4) Prescriptions purchase during Agreement Term = $800.00
    • Buyout after five (5) Prescriptions purchase during Agreement Term = $700.00
    • Buyout after six (6) Prescriptions purchase during Agreement Term = $600.00
    • Buyout after seven (7) Prescriptions purchase during Agreement Term = $500.00
    • Buyout after eight (8) Prescriptions purchase during Agreement Term = $400.00
    • Buyout after nine (9) Prescriptions purchase during Agreement Term = $300.00
    • Buyout after ten (10) Prescriptions purchase during Agreement Term = $200.00
    • Buyout after eleven (11) Prescriptions purchase during Agreement Term = $100.00
  • Upon receipt and confirmation of the Early Termination Fee, Company will cancel the Program which will terminate all of the Member’s benefits, and eliminate any remaining fiscal obligations.

We reserve the right to collect fees, surcharges, or costs incurred before your early termination takes effect using the payment method on file. You may reach out to the Company at any point to confirm the start date and renewal dates.

Notwithstanding anything contained to the contrary herein, Company may terminate or cancel your use of the Purchases, Program, and Healthcare Services, including any subscription membership or Fee-Based Product, for any or no reason at any time. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE PURCHASES, PROGRAM, and HEALTHCARE SERVICES.

7. REFUND POLICY

All Purchases, Prescriptions, Health Services, or other Program fees are non-refundable.

8. CONTRACT REQUIREMENTS AND ADDITIONAL CONDITIONS, DISCLAIMERS, LIABILITY, INDEMNIFICATION, OR MISCELLANEOUS TERMS

By signing below, you acknowledge and agree to all the contract requirements included within this Agreement along with all other Terms & Conditions and other consent forms provided by the Company.

9. Confidentiality

We will keep and will safeguard and maintain the confidentiality of all patient records, charts and information in strict accordance with federal and state confidentiality laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and applicable state laws and regulations.

10. Law

This Agreement is subject to the laws of the State of Arizona and all matters and disputes shall be subject to Arizona law and to the venue of Maricopa County.

Notwithstanding any other provision herein, Member agrees that this document, any amendments thereto, and any other information, notice, agreement or authorization related thereto (each, a “Communication”) may, at Company’s option, be in the form of an electronic record. Any Communication may, at Company’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Company of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.