The terms and conditions below contain important information about your rights and obligations. Please review them carefully. By clicking “AGREE,” you are entering into a legally binding agreement.
1. Parties. This User Agreement/Terms and Conditions (“Agreement”) is between you (“Client”) and Varsity Care, LLC, a District of Columbia limited liability company (“VC”). To the extent the Services defined below are intended to be provided to Client’s covered individual(s), such as the Client’s child (each, a “CCI”), then the term Client may refer to the Client and/or the CCI, as appropriate. Client and VC may be referred to as the “Parties,” and each is a “Party.”
2. Effective Date and Term. The Agreement is effective on the date you accept it by clicking the “AGREE” button below (the “Effective Date”). The term of this Agreement (the “Term”) starts on the Effective Date and ends upon the earlier of (i) completion of the Fall, Spring, Interim and/or Summer semester for which Client requests the Services or (ii) termination of this Agreement pursuant to Section 8, below. Fall 2021 semester is August 24, 2021 through December 22, 2021
A student must be enrolled in the applicable college or university to be able to use the purchased Varsity Care, LLC services.
3. Services. Upon a Client's payment of the required fees and submission of completed HIPAA form, including authorization and privacy practices acknowledgement forms, VC will provide Client with the below services during the Term (“Services”). The required forms must be completed within thirty (30) days of the Effective Date. VC may retain third party subcontractors (“Subcontractors”) to provide or assist in performing Services. The Client agrees that he/she will not solicit or engage any third parties to assist with the provision of the Services without prior consent of VC.
3.1. Welcome Packet. VC will provide Client with a “Welcome Packet,” including a branded first aid kit and information on the identification of campus and local healthcare facilities.
3.2. Agreement and Record Assistance. VC will assist Client with the execution of the HIPPA Authorization through use of e-signatures. Upon request, VC will compile and provide to client any medical records and/or reports following a VC rendered Health Facilitator (“HF”) service, including but not limited to discharge instructions and/or scribe notes, and provide any final reports to Client.
3.3. Health Facilitator (“HF”) Services. Our health facilitator staff consists of well-trained, licensed Registered Nurses with1 year or more of nursing experience. The VC HFs do not serve in a clinical role as part of the VC Services. The HF Services specifically exclude the performance of “Nursing Services” as delineated under the applicable state or compact nursing license issued by the applicable Board of Nursing. The role of the HF is to either be with the CCI during a VC covered event and/or to advocate for and consult with the CCI virtually, and to communicate with the CCI’s primary care team, advocate on behalf of the CCI, inform and explain to Client and CCI the information relayed by the CCI’s primary care team. The HF will communicate with the CCI’s primary care team as advocate and consultant only; HFs are available 24//7, except in extraordinary situations i.e. adverse weather conditions, HF transportation break-down, and work onsite with the CCI.
3.4 Virtual Health Facilitator Services. VC also offers virtual HF services where Client may schedule a VC HF virtual visit and engage in a telephonic or video conference session with a VC HF. VC offers 2 virtual sessions with a maximum time limit of one (1) hour each. VC HF’s may discuss different treatment options or courses of action with the Client, however the VC HF is a consultant and advocate only and WILL NOT suggest or direct treatment/action for the Client.
3.5. Prescription pick-up and delivery. VC will pick up and deliver to the CCI a predetermined number, as set by the VC “bundle” offered on its website, prescriptions associated with a Varsity Care HF in person or virtual service event, to the CCI per semester. The prescriptions must be prescribed by the CCI’s healthcare provider to a VC approved pharmacy that allows for online prepayment of prescriptions by Client or CCI prior to pick up. Normal pick-up and delivery hours are for prescriptions received by VC between the hours of 8 am and 8 pm EST.
3.6. Additional Services. VC will provide Client with the option to purchase additional services under certain circumstances, such as extended emergency room visits or need for additional HF hours under non-emergency circumstances (“Additional Services”).
4. Fees. In exchange for the Services, Client will pay VC the price for the applicable bundle or a la care service listed on the VC website(“Fees”). Unless otherwise stated in writing, Client agrees to pay all Fees in US dollars via ACH or an equivalent online method. If the Client chooses to pay via any other method than ACH, Client agrees to pay a convenience fee equal to up to 10% of the Fees paid by such other method. Client may purchase Additional Services in 4-hour blocks of time for a fee of $400 per block, which must be prepaid via ACH or an equivalent online method. Fees for any unused Additional Services hours purchased by Client will be retained as a credit on Client’s account until the termination of the Agreement. If Client fails to provide the required forms listed in Section 3, above, within thirty (30) days of the Effective Date, VC may immediately terminate the Agreement and, in such event, refund Client 75% of the amount that Client remitted to VC upon executing this Agreement.
5. Independent Contractor. VC is an independent contractor, and not an employee of the Client. This Agreement does not create a partnership or joint venture between the Parties and is exclusively an Agreement for services. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for VC during the Term. VC is responsible for paying, and complying with reporting requirements for all local, state and federal taxes related to payments made to the VC under this Agreement. As an independent contractor, VC does not undertake, by this Agreement, to perform any obligation other than specified herein. Neither Party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized in this Agreement. VC has the sole right to supervise and manage its employees and resources hereunder and to perform or cause the performance of all Services under this Agreement.
6. HIPAA Compliance. Services will comply in all material respects with any federal, state, or local regulations, rules, or orders applicable to the Services provided herein, including but not limited to regulations promulgated under Title II, Subtitle F of the Health Insurance Portability and Accountability Act (Public Law 104-91) (“HIPAA”). VC shall abide by the Administrative Simplification Provisions of the HIPAA of 1996, including EDI, code sets, identifiers, security, and privacy provisions as may be applicable to the Services under this Agreement. To the extent that the VC uses one or more subcontractors and/or agents to provide Services under this Agreement, and such subcontractors and/or agents receive or have access to protected health information as defined under HIPPA (“PHI”), each such subcontractors and/or agents shall sign an agreement with the VC that complies with HIPAA. The VC shall ensure that any subcontractors and/or agents to whom it provides PHI agree in writing to the same restrictions, terms, and conditions relating to PHI that apply to VC in this Agreement. The Client shall have the option to review all such written agreements between the VC and its subcontractors and/or agents.
7.1. “Confidential Information” means confidential or proprietary information, whether oral or written, exchanged by the parties in connection with the preparation and performance of Services under this Agreement (“Confidential Information”). Confidential Information includes data or information relating to Client and/or CCI which would reasonably be considered to be PHI. Confidential Information does not include information that (i) was publicly known and generally available prior to disclosure by the disclosing Party; (ii) becomes publicly known and generally available after disclosure by the disclosing Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
7.2. Each Party agrees that, during the term of this Agreement and indefinitely thereafter, it will not disclose Confidential Information to any third parties without obtaining the written consent of the other Party; provided, however, that VC and/or its subcontractors are authorized to disclose Confidential Information within the scope of performing Services.
7.3. If a Party is requested or required by legal process, order by court or other tribunal, or any governing law, regulation, or rule to disclose or produce any Confidential Information belonging to the other Party, the requested Party will provide the other Party with prompt notice and copies or a description of the requested Confidential Information so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this section.
8. Termination. The Agreement will terminate upon completion of the Services; provided, however, that VC may immediately terminate the Agreement and discontinue providing Services if (i) Client is in default of payment of any amounts due and owing to VC and does not rectify such default within five (5) days after receiving written notice from VC of the default, or (ii) Client fails to provide the required forms listed in Section 3, above, within thirty (30) days of the Effective Date.
8.1 Client Cancellation. Client may cancel the Agreement within fifteen (15) days of purchase or before the applicable semester begins; whichever is earlier.
9. Non-Solicitation. Client agrees that, during the Term and for a period of twelve (12) months following the termination of this Agreement, Client will not, either directly or indirectly, encourage, induce, or otherwise solicit, or actively assist any other person or organization to encourage, induce or otherwise solicit, any Subcontractor or employee of VC to terminate his or her employment with VC, or otherwise interfere with the advantageous business relationship of VC with its employees and/or Subcontractors (the “Restriction”). Any breach or alleged breach by VC of any obligation owed to Client will not affect the validity or enforceability of the Restriction. Client agrees that the remedies at law for any breach of the Restriction would be inadequate and that, in addition to any other remedy available to VC under this Agreement or under the law, VC may apply to a court of competent jurisdiction or other tribunal and be entitled to an injunction by such court or tribunal to prevent a breach or further breach of the Restriction, and shall be entitled to seek actual damages, costs and attorney’s fees. The Parties also agree that damages for breach of the Restriction would be difficult to calculate and, therefore, agree to the amount of ten thousand dollars ($10,000.00) per violation as well as reasonable attorneys’ fees and costs incurred in enforcing the Restriction, as the amount of liquidated damages (not as a penalty) to be paid by Client to VC in the event of each such breach. If such amount of liquidated damages is found by a tribunal of competent jurisdiction to be excessive for any reason, then the amount of liquidated damages shall be reduced to the greatest amount that the tribunal determines is not excessive.
10. LIMITATION OF LIABILITY. UNLESS PROHIBITED BY LAW, VC AND ITS EMPLOYEES, SUBCONTRACTORS, OR AGENTS (COLLECTIVELY, “AGENTS”), SHALL NOT BE LIABLE TO CLIENT, OR ANYONE WHO MAY CLAIM ANY RIGHT DUE TO ANY RELATIONSHIP WITH CLIENT, FOR ANY ACTS OR OMISSIONS IN THE PERFORMANCE OF SERVICES, EXCEPT WHEN SUCH ACTS OR OMISSIONS ARE DUE TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF VC AND/OR ITS AGENTS. IN NO EVENT SHALL VC BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THE PROVISION OF THE SERVICES UNDER THIS AGREEMENT, EVEN IF VC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VC’S LIABILITY TO CLIENT FOR ANY DAMAGES ARISING FROM OR RELATED TO THE PROVISION OF SERVICES UNDER THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE FEES CLIENT PAID TO VC IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THE AGREEMENT.
11. Indemnification. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occur in connection with this Agreement. The indemnity obligations of each Party as set forth herein shall survive the termination of this Agreement.
12. Ownership of Intellectual Property. All intellectual property and related material that is developed or produced under this Agreement ("Intellectual Property") will be the sole property of VC. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with VC.
13. Dispute Resolution. The Parties agree to resolve any dispute that arises out of or in connection with this Agreement by arbitration before a single arbitrator within ten (10) miles of the principal office of VC, administered by the American Arbitration Association. The arbitrator shall not have any authority to add or to subtract from the terms of this Agreement, except where allowed such discretion by the Agreement; rather, the arbitrator’s authority is limited to the strict interpretation of this Agreement. Any arbitration award rendered by the arbitrator may be entered in any court or other tribunal having jurisdiction thereof. In the event the Parties engage in arbitration or litigation (including but not limited to confirming an arbitration award) arising under or related to this Agreement, the prevailing Party to such arbitration or litigation shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which he or she may be entitled. This provision shall be construed as applicable to the entire Agreement.
14. NO TRIAL BY JURY. THE PARTIES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED TO THE RELATIONSHIP BETWEEN THE PARTIES DESCRIBED IN THIS AGREEMENT.
15. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws provisions.
16. No modification. No modification, waiver, amendment, discharge or change of this Agreement, including the provisions of this paragraph, shall be valid, unless the same is in writing, and signed by the Parties.
17. Severability. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
18. Waiver. No change, waiver, or discharge hereof shall be valid unless in writing and signed by the Party against which it is sought to be enforced. No delay or omission by either Party in exercising any right hereunder shall be construed as a waiver. A waiver by either of the Parties of any provision or breach shall not be a waiver of any other provision or breach.
19. Force Majeure. Neither Party shall be responsible for any failure or delay in its performance due to circumstances beyond its reasonable control including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other Party or such other Party’s employees, agents or VCs (other than the payment of sums due), provided that it notifies the other Party as soon as practicable and uses reasonable commercial efforts to resume performance.
20. Sole Benefit. This Agreement is for the sole benefit of the Parties and nothing herein, express, or implied, will give or be construed to give any rights hereunder to any other person.
21. Notices. Any notice to be given under this Agreement by either Party shall be in writing and delivered to the Parties at their respective addresses set forth in the first paragraph of this Agreement and may be accomplished either by personal delivery, registered or certified mail, or nationally recognized overnight delivery service. Notice may also be given via electronic mail to the other Party provided that the Party being notified completes a return confirmation of receipt of said notice.
22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. A facsimile signature shall be binding upon the signing Party.
23. Assignment. VC may assign or transfer its rights and obligation under this Agreement.
24. Headings. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
25. Draftsmanship. The fact that one of the Parties may have drafted or structured any provision hereof shall not be considered in construing the particular provision either in favor of, or against, such Party.
26. Singularity and Gender. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
27. Entire Agreement. This Agreement constitutes the final, entire, and exclusive agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes and replaces any previous agreement between the Parties with respect to these matters. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Date of Agreement: March 30, 2021