Client Terms & Conditions
Welcome to HealthJoy! We are excited to have you join HealthJoy by way of Pareto and your TPA. Below are the HealthJoy Client Terms and Conditions that are required for you to use the HealthJoy Program.
Last Updated: November 13, 2024
View Description of Program - Exhibit 1
These Client Terms and Conditions are effective November 13, 2024 (“Effective Date”) for all clients with a new term or renewal term beginning on or after that date. For clients with an existing term entered into prior to the Effective Date, these updated Terms and Conditions are effective for you 30 days from the Effective Date (except as provided in these Terms and Conditions).
These Client Terms and Conditions (“Agreement”) is entered into by and between HealthJoy, LLC, a Delaware company located at 435 North LaSalle Drive, 4th Floor, Chicago, IL 60654 (“HealthJoy”), and the company (“Client”) that has signed this Agreement below. HealthJoy and Client may be referred to as a “Party” and collectively as the “Parties.”
HealthJoy may update this Agreement from time to time in accordance with the “Updates” Section (Section 9.3). The most current version of this Agreement will be posted on
https://healthjoy.com/client-terms-conditions/pareto (the “Site”).
The Parties hereby agree as follows:
1. SUBSCRIPTION. . HealthJoy hereby grants and Client accepts, a limited, non-exclusive right, during the Term (as defined in Section 6 below), to use: (a) HealthJoy’s navigation, steerage and concierge services, other benefit, wellness or related services and access to HealthJoy’s technology platform and access to HealthJoy’s third-party provider services (which may include any of the following if purchased: telemedicine, EAP services, integrated TPA services, and surgical provider access) as further detailed in Exhibit 1 attached hereto and made a part hereof (collectively, the “Program”) for itself and its Members (as hereinafter defined) to the extent any or all of the foregoing parts of the Program are provided by your TPA and the Pareto subsidy and/or are expressly set forth on an executed Order Form between HealthJoy and Client, (b) any third-party services and/or products that are included in the Program and are available to the Client and its Members (as defined in Section 2.1 below) (the “Third-Party Products”), and (c) all documentation related to the Program (“HJ Marketing Material”) and all documentation related to the Third-Party Products (“Third-Party Marketing Material”), whether supplied by HealthJoy or a third-party (“HealthJoy Third-Party Providers”) hereunder (the HJ Marketing Material and the Third-Party Marketing Material shall collectively be known as the “Marketing Material”). Third-Party Products may also be subject to terms and conditions set forth by the HealthJoy Third-Party Provider and Client’s use of such Third-Party Products constitutes Client’s consent to such terms and conditions. Client may purchase additional modules of the Program directly from HealthJoy; contact us to do this. Client acknowledges and agrees that HealthJoy will at all times exclusively own all right, title, and interest in and to (a) any Marketing Material, (b) any and all products and services of HealthJoy including, but not limited to, the Program and (c) HealthJoy’s logos, trademarks and service marks and all goodwill associated therewith. Further, Client acknowledges and agrees that the third-party providing the Third-Party Products will at all times exclusively own all right, title, and interest in and to (a) any Third-Party Marketing Material, (b) any and all products and services of the third-party that are licensed to Client hereunder and (c) the third-party’s logos, trademarks and service marks and all goodwill associated therewith. Client will not make any use of, copy, make derivative works from, or sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner to any third party, any such data, or any portion thereof. HealthJoy hereby grants to Client a limited, non-exclusive,non-transferable, royalty-free and revocable right to use, make copies of and display the Marketing Material solely as necessary to promote the Program in accordance with this Agreement. Any goodwill developed as a result of such use or display will inure exclusively to the benefit of HealthJoy. Except for those rights that are expressly granted herein, Client will not grant, nor claim for Client or other affiliated entities, independent contractors or employees, either expressly or implicitly, any other right,
title, interest, or license in or to any of the foregoing properties or rights. Client agrees that its agreement to these terms and conditions and/or purchase of the subscription, if applicable, is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by HealthJoy with respect to future functionality or features.
2. CLIENT RESPONSIBILITIES.
2.1 Client shall promote the use of the Program to any employee who is eligible to use the Program (“Employees”) and/or those dependents that have elected to participate in and are covered by at least one (1) of the Client’s benefits (“Eligible Dependents”) (each of the Employees and their Eligible Dependents shall be referred to collectively as the “Members”).
2.2 Client, or its designated Benefits Associate (as defined below), shall submit to HealthJoy all necessary data, including, but not limited, to schedules of benefits, formulary data, provider directories, network data, national pre-authorization procedures, clinical policy bulletins and proprietary rate tables (“Plan Data”) in order to reflect Client’s benefits in the Program and shall provide any updated Plan Data at the time of a benefit renewal or in the event of a material change. For purposes of this Agreement, “Benefits Associate” means certain third parties that provide services to Client, such as an employee benefits portal, advisor, consultant, broker, or TPA, and in connection with such provision of services to Client may be providing information to HealthJoy in connection with the Agreement. Client is responsible for the accuracy of the information provided to the Plan Data and understands that HealthJoy will depend on such information being accurate to provide the Program and the related services.
2.3. Client, or its designated Benefits Associate, shall provide the Eligibility Data (as such term is defined in Exhibit 1) for the HealthJoy Program. The Eligibility Data shall be provided in the format requested by HealthJoy during implementation and updates provided to HealthJoy on a frequency mutually agreed to by the Parties. The Plan Data and Eligibility Data shall collectively be known as the “Data.” In addition, Client shall send HealthJoy a list of the names and total number of Employees (“Census Data”) within ten (10) days after the end of each month during the Term and such Census Data will be used for billing purposes. All Eligibility Data and Census Data shall be sent to HealthJoy via secure email, SFTP location hosted by HealthJoy, or upload to HealthJoy’s customer portal. Client is responsible for the accuracy of the information provided to the Eligibility Data and understands that HealthJoy will depend on such information being accurate to provide the Program and the related services. There is no partial billing; if an Employee is on the applicable Census Data used for billing for even one day of the month, the PEPM is still due for the Employee for the entire month.
2.4 Client authorizes HealthJoy and the HealthJoy Third-Party Providers to receive and use Member Data and to communicate directly with Members for the purposes of (a) promoting the Program and (b) treatment, payment, and health care operations of HealthJoy.
2.5 Client shall launch the Program by the sooner to occur of the Program Target Start Date set forth on the Order Form or within 90 days of such Program Target Start Date.The Client understands and agrees that the Program Target Start Date is not a guaranteed start date for the Program as it requires timely execution of the applicable Order Form and timely participation by Client in the implementation process, including providing all required information and data promptly to HealthJoy. There is no partial billing; if the Program or a specific module launches for even one day of the month, the applicable fees for the Program and/or specific module are still due for the entire month.
2.6 Client shall comply with all applicable laws, rules, and regulations. To the extent that any benefits provided through the Program are subject to the Employee Retirement Income Security Act of 1974 (as amended, “ERISA”), the Consolidated Omnibus Budget Reconciliation Act (as amended, “COBRA”), the Affordable Care Act (as amended, “ACA”), specific provisions of the Internal Revenue Code applicable to tax-favored benefits or comparable federal or state laws, Client specifically agrees to be responsible for related compliance, including, but not limited to, performing any applicable non-discrimination testing and including benefits under the Program in any required filings of Form 5500 (ERISA Annual Report) it may make for Client’s employee benefit plans or as part of separate Form 5500 filings.
2.7 Client shall be responsible for maintaining participant and dependent data and personal information used in the Program in accordance with industry cybersecurity standards and shall transmit such data and personal information to HealthJoy in a secure manner. Client is responsible for the accuracy of such information and understands that HealthJoy will depend on such information being accurate to provide the Program and the related services.
2.8 Client acknowledges that HealthJoy may, in its sole and absolute discretion, terminate or suspend the offering of any product or service, and that HealthJoy, in its sole discretion, may replace the suspended or terminated product or offering with a product with similar functionality for the remainder of the then-current Term.
2.9 Client and its Members shall abide by HealthJoy Privacy Policy (available via https://www.healthjoy.com/privacy-policy) and HealthJoy Terms of Use (available via https://www.healthjoy.com/terms-of-use). These are incorporated into and made part of these Terms and Conditions.
2.10 Client and its Members shall not provide any “personal data” as regulated by the General Data Protection Regulation (EU) (GDPR).
3. HEALTHJOY RESPONSIBILITIES. During the Term and subject to the amounts due and payable being paid to HealthJoy pursuant to the payment terms herein, HealthJoy will make commercially reasonable efforts to:
3.1 deliver and support the Program, including managing and securely maintaining the Data by the agreed upon launch date(s). Notwithstanding the foregoing, the Parties agree that any agreed upon launch date for the Program are an estimate only and depend upon HealthJoy receiving the Eligibility Data with a timeframe for implementation, and HealthJoy is not the Administrator of any employee benefit plan, within the meaning of Section 3(16) of ERISA and is not intended to be a fiduciary under ERISA for any reason when performing services in accordance with this Agreement or the sponsor of any employee benefit plan covering Client’s employees.
3.2 provide Client, at no additional cost, any updates, error corrections, modifications, or enhancements (“Updates”) for those HealthJoy Program modules subscribed to by Client. All Updates shall become part of the Program and subject to the terms and conditions herein. Notwithstanding the foregoing, in no event shall HealthJoy be responsible for nor shall it being required to license or to pay for any equipment, hardware, third party software, internet or other needs of Client or its Members to use the Program.
3.3 provide Client with account management, reporting, and Member service to provide support for usage of the Program.
3.4 process, in the event that Client subscribes to HealthJoy’s Enhanced Navigation (formerly TPA+) product, the Eligibility Data, accumulator data, insurance verification data, precertification data, claims data and any other mutually agreed up data (collectively, the “TPA Data”) in order to:
3.4.1 Use the Eligibility Data to dictate Program access and the corresponding benefit wallet to Members;
3.4.2 Use accumulator data to display deductible/OOP status of the Member in the HealthJoy application;
3.4.3 Use insurance verification data to encourage Member engagement via proactive messaging from the HealthJoy Program; and
3.4.4 Use precertification data to encourage Member engagement via proactive messaging from the HealthJoy Program
4. CONFIDENTIALITY; COMPLIANCE.
4.1 Confidential Information. For the purposes of this Agreement, the Parties define “Confidential Information” to mean any of the information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential, or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. HealthJoy’s Confidential Information includes any technical, pricing, or performance information about the Program or related services. Client’s Confidential Information includes Client’s Employee data and information.
4.2. Obligations. As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know such Confidential Information, provided the receiving party remains responsible for their compliance with this Section 4 (Confidentiality) and such parties are bound to confidentiality obligations no less protective than this Section 4 (Confidentiality). The obligations concerning Confidential Information set forth herein will survive the termination or expiration of this Agreement.
4.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
4.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which monetary damages alone may be an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 4 (Confidentiality).
4.5 The Parties agree to abide by the Business Associate Agreement, incorporated into this Agreement as set forth on the Order Form and set forth at www.healthjoy.com/legal, and which will contain such terms as are required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Final Rule for Standards for Privacy of Individually Identifiable Health Information adopted by the United States Department of Health and Human Services and codified at 45 C.F.R. part 160 and part 164, subparts A & E (the “Privacy Rule”), the HIPAA Security Rule, codified at 45 C.F.R. Part 164 Subpart C and Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH”) including C.F.R. Sections 164.308, 164.310, 164.312 and 164.316 in effect, or as amended.
4.6 The Parties agree to abide by the Data Processing Addendum, incorporated into this Agreement by this reference and set forth at www.healthjoy.com/legal.
4.7 The Parties agree that the terms of this Agreement have been negotiated in an arms-length transaction between the Parties and have not been determined in a manner which takes into account the volume or value of any referrals or business that otherwise may be generated between the Parties, or any entities affiliated with the Parties. The Parties further agree that this Agreement does not involve the counseling or promotion of a business arrangement that violates state or federal law. The Parties enter into this Agreement with the intent of conducting their relationship and implementing the provisions hereof in full compliance with applicable federal, state, and local law, including, without limitation, 42 U.S.C. § 1320a-7b(b) (the Medicare/Medicaid Anti-Kickback Statute) and 42 U.S.C. § 1395nn (the Federal Self-Referral Law), as the same may be amended.
5. FEES AND PAYMENT TERMS
5.1 Paying Party (expected to be the Pareto subsidy for the initial 12-month period) shall pay all amounts when due and payable. If the Paying Party does not pay, then the Client shall be fully responsible for all amounts due for the Term. If any amounts owed by the Paying Party (other than charges disputed in good faith) are thirty (30) days or more overdue, HealthJoy may, without limiting its other rights and remedies, suspend or terminate the Program until such amounts are paid in full; suspension and termination may include, but is not limited to, disabling Client’s and all Member’s access to the Program. In addition, any unpaid, overdue invoices are subject to a finance charge of 1.5% per month on any past due balance, or the maximum permitted by law, whichever is lower. If a Member books an appointment or connects with a HealthJoy Third-Party Product Provider or another provider through the Program, HealthJoy may receive compensation or a commission.
5.1.1 Additionally, if Client’s subscription to the Program includes the Virtual MSK Therapy Module that has a per Enrolled Member per pain area fee or a module that has participant fees or consult fees to be paid by a Paying Party (not a consult or visit fee to be paid by a Member), then Client is responsible for such Virtual MSK Enrolled Member fee per pain area (multiple pain areas will incur multiple MSK Therapy Enrolled Member fees) or the applicable participant fees or consult fees not applicable to the Member, and such amounts will be invoiced on a subsequent invoice monthly in arrears. An “Enrolled Member” will mean any Employee and/or Eligible Dependent who completes the MSK Virtual Care intake survey, submits such survey to HealthJoy and is accepted into the Virtual MSK Therapy for a specific pain area. There is no partial billing; if an Employee is on the applicable Census Data used for billing for even one day of the month, the PEPM is still due for the Employee for the entire month.
5.2 Client shall be responsible for Client’s own costs associated with the provision of the Program and otherwise relating to this Agreement.
5.3 All fees indicated herein do not include any and all federal, state, local and foreign taxes, including, without limitation, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other person with respect to any such amounts and including any liability of a predecessor entity for any such amounts (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases hereunder including without limitation all use or access of the Program by its Members. If HealthJoy has the legal obligation to pay or collect Taxes for which Client is
responsible under this Agreement, HealthJoy will invoice Client and Client will pay that amount unless Client provides HealthJoy with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to HealthJoy, except as required by applicable law, in which case Client will increase the amount payable as necessary so that, after making all required deductions and withholdings, HealthJoy receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been
made. Upon HealthJoy’s request, Client will provide to HealthJoy its proof of withholding tax remittance to the respective tax authority.
6. TERMINATION.
6.1 This Agreement or any Order Form hereunder may be terminated as follows: (a) by HealthJoy upon the breach by Client of any of its payment obligations under this Agreement or any Order Form, which breach has not been cured within five (5) days after Client has received written notice thereof, (b) by one party upon the breach by the other party of any of such other party's material obligations under this Agreement or any Order Form that has not been cured within thirty (30) days after the breaching party has received written notice thereof (provided, however, that there shall be no cure period in the event of a breach by Client of its obligations related to HealthJoy’s intellectual property), or (c) by HealthJoy if all or a substantial portion of the assets of Client are transferred to an assignee for the benefit of creditors or Client files or has filed against it a petition for liquidation under bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days. In addition to the foregoing, in the event that HealthJoy is contractually required to terminate this Agreement due to a provision in the agreement between Pareto Health and HealthJoy, HealthJoy may terminate this Agreement without liability to Client. A breach of the terms of this Agreement or an Order Form by an Employee shall be deemed to be a breach of the terms of this Agreement or the Order Form by Client.
6.2 Effect of Termination. Upon expiration or termination of this Agreement or an Order Form, Client’s access to the applicable Program will immediately cease and Client must stop sending Employee data to the Program. Termination of an Order Form will not be deemed a termination of this Agreement or any other Order Forms; however, termination of this Agreement will immediately terminate all outstanding Order Forms. In no event will any termination relieve Client of the obligation to pay any expenses and fees payable to HealthJoy for the period prior to the effective date of termination. HealthJoy will refund any prepaid fees covering the remainder of the Term as of the effective date of termination if this Agreement is terminated by Client in accordance with this Section 6 for HealthJoy’s uncured material breach. Upon termination of this Agreement by HealthJoy for cause by Client, any amounts owed to HealthJoy under this Agreement or any Order Form, regardless of whether not yet due and payable, will be accelerated and deemed immediately due and payable (including, without limitation, the payment in full of all Fees payable for the remaining term of any Order Form hereto (to the maximum extent allowed by law) based on (i) minimum annual fees, if any minimum is set forth on the Order
Form and which may be for only specific PEPMs, and/or (ii) the total then current PEPMs multiplied by the greater of the (1) actual number of eligible Employees or (2) the estimated eligible Employees provided by Client to HealthJoy; plus any remaining balance of unpaid fees for professional services, if any, being collected. Except as set forth herein, at the disclosing party’s written request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information. Confidential Information may be retained as required by retention periods in applicable laws or regulations, and in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions. Except for retention periods in applicable laws or regulations, HealthJoy has no obligation for retaining or maintaining a copy of any such Client and Employee information or data from the Program following the date of expiration or termination of the Order Forms governing such information or (if sooner) the expiration or termination of this Agreement (after applicable retention periods have passed). HealthJoy shall be entitled, without further liability, to destroy all such Client and Employee information or data from the Program following the date of expiration or termination of the Order Form governing such information or (if sooner) the expiration or termination of this Agreement. Upon termination or expiration of this Agreement, Client, its Employees, Members, and its associated brokers or TPAs shall immediately cease to have any rights with respect to the Program and shall immediately cease using, in any manner whatsoever, the names, “HealthJoy” or any of their logos, tag lines, forms, manuals, slogans, signs, marks, symbols, or devices used in connection with the operation of the business licensed hereunder.
6.3 Upon termination or expiration of this Agreement, in the event that Client has licensed the Virtual MSK Therapy, HealthJoy shall continue to make available the Virtual MSK Therapy to any Enrolled Members that have had MSK Acceptance (as defined in Exhibit 1, Module 5) subject to the terms and conditions herein, including, without limitation, the applicable Fees being paid. The Enrolled Member shall be permitted to complete the Virtual MSK Therapy (the “MSK Virtual Care Tail Period”). For the sake of clarity, no reporting or other obligations owed by HealthJoy to Client shall continue during this MSK Virtual Care Tail Period.
6.4. Survival. In addition to sections that shall survive by the nature of the terms and conditions within such section, Sections 1, 2.7, 3, 4, 5, 6, 7, 8 and 9, and the Order Form shall survive the expiration of termination of this Agreement.
7. DEFENSE OF THIRD-PARTY CLAIMS. The Parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.
7.1 By HealthJoy. HealthJoy will defend Client against any third-party claim to the extent it alleges that a Program made available by HealthJoy for a fee and used within the scope of the license/subscription granted (unmodified from the form provided by HealthJoy and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If HealthJoy is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Program with a functional equivalent; or (2) terminate Client’s subscription/license and refund any prepaid fees for any usage period after the effective date of termination. HealthJoy will not be liable for any claims or damages due to Client’s or its Employee’s or Member’s misuse of the Program (with or without any third-party services or products) or continued use of a Program after being notified to stop due to a third-party claim.
7.2 By Client. To the extent permitted by applicable law, Client will defend HealthJoy against any third-party claim to the extent it alleges that: (1) any Client information, or non-HealthJoy software hosted in an online service by HealthJoy on Client’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Client’s or its Employee’s or its Member’s use of any Program alone or in combination with anything else, violates the law, violates an intellectual property right of a third party, or damages a third party; or (3) any breach by Client, its Employees, personnel, or Members of Employee data or information, including, without limitation, protected health information, that is provided to HealthJoy by Client. In addition to the foregoing, Client will indemnify and hold HealthJoy, its affiliates, directors, officers, and employees harmless from any fines, fees, claims, damages, or costs in the event that Client or its Members provide or input any “personal data” as regulated by the GDPR to HealthJoy or the Program.
8. DISCLAIMER; LIMITATION OF LIABILITY.
8.1 Neither HealthJoy nor the Virtual MSK Therapy provide a medical diagnosis or medical treatment. The Virtual MSK Therapy is considered a wellness program. HealthJoy does not provide any services that must be undertaken by a licensed medical provider. Any health-related information provided to participants in connection with the Virtual MSK Therapy is intended to be general in nature and should not be used as a substitute for a visit with a healthcare professional or for a treatment plan prescribed and coordinated by a healthcare professional.
8.2 HEALTHJOY PROVIDES THE PRODUCTS, SERVICES, AND INFORMATION ON AN “AS-IS” BASIS AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY
CONCLUSIONS OR INTERPRETATIONS MADE BY CLIENTS, EMPLOYEES, OR MEMBERS ON THE BASIS OF THE PRODUCTS, SERVICES, AND INFORMATION. CLIENT RELEASES HEALTHJOY AND ITS AFFILIATES AND EACH OF THEIR AGENTS AND EMPLOYEES FROM ANY AND ALL LIABILITY WHATSOEVER FOR ANY ERRONEOUS, INACCURATE, OR INCOMPLETE INFORMATION PROVIDED AS PART OF THE PRODUCTS AND SERVICES. HEALTHJOY AND ITS SERVICE PROVIDERS MAKES NO EXPRESS WARRANTIES, AND HEREBY EXCLUDES AND DISCLAIMS IN ENTIRETY ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY HEALTHJOY OR ITS SERVICE PROVIDERS. IN NO EVENT SHALL HEALTHJOY OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY LOST PROFITS, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT (EVEN IF THE HEALTHJOY AND ITS SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS OR SERVICES FOR ANY REASON AND FOR ANY PURPOSE WHATSOEVER (EVEN IF HEALTHJOY AND ITS SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). ANY ACTION FOR BREACH OF ANY TERM OF THIS AGREEMENT MUST BE COMMENCED WITHIN THE LIMITS IMPOSED BY THE APPLICABLE STATUTE OF LIMITATIONS.
8.3 Limitation of Liability. ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT OF THE LAW, HEALTHJOY (INCLUDING ITS SERVICE PROVIDERS AND SUBPROCESSORS) SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER FORM (HOWEVER ARISING, UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, CONTRACT OR STRICT LIABILITY), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR INTERRUPTED COMMUNICATIONS, LOST DATA, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, LOSS OF RIGHTS OR SERVICES AND/OR DAMAGES THAT RESULT FROM USE, INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE PROGRAM OR THE SERVICES, EVEN IF HEALTHJOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. Subject to the foregoing, for this Agreement and the Order Form/amendments for the Program and its related services hereunder, in no case shall HealthJoy’s (including its service providers and subprocessors) aggregate liability during any twelve (12) month period during the term of this Agreement (the first of which shall commence on the Effective Date of the earlier to occur of this Agreement or the Order Form signature date) under any circumstances exceed the amounts actually paid to HealthJoy by Client pursuant to this Agreement during such 12-month period. The parties understand and agree that the limitation of liability set forth in this Agreement represents a reasonable allocation of risks, and each party expressly consents to such allocation. HealthJoy shall have no liability of any kind in the event Client’s records or other data submitted for processing are lost or damaged.
9. MISCELLANEOUS.
9.1. Binding Agreement. This Agreement shall be fully binding upon and inure to the benefit of the legal representatives, successors in interest and permitted assigns of the Parties hereto.
9.2. Entire Agreement. This Agreement (including all order forms, attachments, and addenda that are expressly incorporated into the Agreement) constitutes the entire agreement by and between HealthJoy and Client relating in any manner to the subject matter herein, and any representation, warranty, covenant, understanding or agreement not contained or incorporated in it by reference shall be of no force or effect. This Agreement supersedes all prior proposals, discussions, writings, and any and all oral or otherwise agreements between the Parties relating to the subject matter hereof. In the event of any conflict or inconsistency between the Order and this Agreement, the Order will prevail. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. The terms in any Client purchase order, business form, online terms (i.e., click-wrap or browse-wrap), or invoicing portal will not amend or modify this Agreement and are expressly rejected; any of this documentation is for Client’s own administrative purposes only and is not binding on HealthJoy.
9.3. Updates. HealthJoy may modify this Agreement, Privacy Policy (https://www.healthjoy.com/privacy-policy), or the Order Form terms and conditions from time to time. If HealthJoy determines in HealthJoy sole discretion that an update is material, HealthJoy will provide notice of such material change to the Client through this Site, or the customer portal, or in accordance with Section 9.5 (Notices). Any changes to this Agreement posted on this Site will be effective immediately if Client assents to such changes or for any new or renewal term, and thirty (30) days thereafter for all other clients with an existing term, except changes required by law or as necessary for use of any new products or features, which will immediately become effective to the extent necessary to comply with such law or as required to use such new products or features. If Client objects to the updated Agreement within such period in accordance with Section 9.5 (Notices), as Client’s sole and exclusive remedy and without penalty, Client may choose to continue its use of the Service under the prior version of this Agreement until Client’s next Subscription Term renewal and such updated Agreement will automatically apply as of the renewal term unless Client elects not to renew pursuant to the terms and conditions set forth herein or in the applicable Order Form. In any event, continued use of the Program or related services during the renewal term will constitute Client acceptance of the version of the Agreement in effect at the time the renewal term begins or the effective date of the updates.
9.4. Assignment. Neither Party may assign the Agreement, or any rights, duties or obligations contained herein, to any other person, firm, corporation or other business entity without the prior written consent of the other Party (which consent shall not be unreasonably withheld); provided, however, HealthJoy may, without Client’s consent, assign this Agreement (and any Order Form hereto) in the event of the sale of all or substantially all the assets of HealthJoy or a merger or acquisition and HealthJoy will endeavor to provide prompt notice of such assignment thereafter. HealthJoy may assign this Agreement to a third party and may subcontract all or a portion of the Program and/or services to be performed by third parties in connection with this Agreement. This Agreement shall be binding on each party’s successors and permitted assigns.
9.5. Notices. Notices to Client will be deemed given upon: (a) personal delivery; (b) 3 days after sending via certified, registered mail; (c) 1 day after deposit with a globally recognized overnight courier; or (d) email to your account administrator or the contact on the Order Form. HealthJoy may alternatively provide notices to you electronically, including but not limited to through the customer portal, which shall be deemed given to you upon dispatch, including if the last email address you provided to us is invalid, or for any reason that any such notice is not capable of delivery to you. Client may update its address with notice to HealthJoy in accordance with this Section 9.5 (Notices). Client is responsible for providing HealthJoy with Client’s most current email address and updating it as applicable. You may give us notice at: HealthJoy, 435 North LaSalle Drive, Suite 400, Chicago, IL 60654, Attn: Legal Department. Such notice shall be deemed given when received by HealthJoy by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the foregoing address. All notices to HealthJoy shall include a copy sent via email to legal@healthjoy.com.
9.6. Force Majeure. HealthJoy is not liable for any delay or failure to perform any obligation under this Agreement or any Order Form due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.
9.7 Support Providers; Open Source Software. HealthJoy uses third-party hosting and other service providers (e.g., data center providers or support ticketing systems) in HealthJoy supply of the Program and related services, features, and support. To the extent HealthJoy uses in the Program, such code is governed by the terms of the applicable OSS license. To the extent required, the license for any OSS included in the Program will apply to the OSS instead of this Agreement.
9.8 Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.
9.9. Press. HealthJoy reserves the right to use Client’s name, logo, and project upon Client engagement and/or project completion in a press release or HealthJoy’s general list of serviced customers to demonstrate HealthJoy’s capabilities to third parties, including, but not limited to, press, analysts, prospective clients, and investors.
9.10. Applicable Law. This Agreement shall remain in full force and effect in accordance with, the laws of the State of Illinois, exclusive of conflict of law rules. Venue of any judicial proceeding arising from this Agreement shall be in a state or federal court located in Cook County, Illinois (any objection to lack of personal jurisdiction in that venue is waived). EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.
9.11. Independent Contractors. The Parties are independent contractors, not agents, partners, or joint venturers. The relationship between HealthJoy and any Benefits Associate(s) shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties.
9.12. Attorneys’ Fees. If any legal action is brought for the enforcement of any provision of this Agreement, the substantially prevailing Party shall be entitled to recover reasonable attorneys’ fees (including reasonable attorneys’ fees for any appeal), costs and expenses in addition to any other relief to which such prevailing Party may be entitled.
9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
[End of Agreement; Exhibit 1 Follows]
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EXHIBIT 1 – DESCRIPTION OF PROGRAM
General
1. Implementation.
1.1. Benefit Plan Data. Client or its designated Benefits Associate will provide HealthJoy with Client’s relevant benefit plan information including, but not limited to, schedules of benefits, formulary data, provider directories, network data, national pre-authorization procedures, clinical policy bulletins and proprietary rate tables (“Plan Data”) required to administer the Program, including:
1.1.1. Plan identifying information such as carrier name, plan name and/or plan id number;
1.1.2. Documents detailing the benefits provided to Members such as the Schedule of Benefits and/or Benefits Booklet; and
1.1.3. Documents related to Prescription Medication Formularies and Provider Networks
A more complete list will be provided upon commencement of the implementation process for the Program.
1.2. Member Eligibility File. Client or Benefits Associate, as selected above, will provide the necessary Eligibility Data for each of Client’s Employees and Eligible Dependents to have an account created for them within the Program. Such Eligibility Data shall include, at a minimum, the name, physical address, email address and/or mobile phone number, the date of birth, gender and relevant health plan and ancillary benefit selections. The Eligibility Data shall be in a format as reasonably requested by HealthJoy.
1.3. Launch Process. HealthJoy, Client and Benefits Associate will communicate throughout the period from after the contract signing and prior to launch in order to answer questions, obtain the necessary information to create the Client’s instance of the Program, communicate best practices and support the Client and its use of the Program. Such communications may be in the form of emails, phone calls, video conferences and any other means of communication. HealthJoy will provide Client with materials including email templates, posters to build awareness of the program, videos of the features and functionality contained in the Program and any other materials that help educate Members and support the Program prior to the launch date.
2. Fulfillment. HealthJoy will provide the following to Client:
2.1. Activation email sent to the email address and/or cell phone number provided for each Member outlining the steps to activate the Member’s account and access the Program.
2.2. Toll-free numbers and app login information.
2.3. Marketing materials in digital format to use as needed with communications to Members. However, HealthJoy makes no representations that any such communications comply with legal disclosure requirements applicable to employee benefit plans. Any legally required disclosures relating to specific benefits in the Program are the sole responsibility of the Client.
2.4. Videos demonstrating how to use the various features included in the Program.
2.5. Reporting. HealthJoy will provide designated Benefits Associate(s) with reporting metrics to demonstrate the utilization of the Program by Members. At a minimum, reported metrics will include: # of activated members, # of telemedicine consultations (through HealthJoy provided telemedicine modules), # of providers recommended, # of facilities recommended, and # of Rx reviews completed in a given monthly period. This aforementioned information shall be included in aggregate format, as well as by participating Client.
Module 1: Enhanced Navigation (formerly TPA+)
HealthJoy’s Enhanced Navigation (formerly TPA+) product provides an integrated experience for Members that allows for HealthJoy to utilize proactive outreach to Members based on how a Client’s Members use the healthcare system. HealthJoy Enhanced Navigation (formerly TPA+) uses both proactive data points (i.e., insurance verification and precertification events) as well as reactive data points (i.e., claims) to provide personalized, timely outreach to Members at the moment they are making healthcare decision.
1. Implementation
1.1 During the Client’s implementation of the Enhanced Navigation (formerly TPA+) product,
HealthJoy and Client will work together to complete and deliver prior to the Client’s Program launch date, the client steerage worksheet (“Client Steerage Worksheet”), which such Client Steerage Worksheet will detail how the Client’s TPA will interact with HealthJoy as it relates to certain Member issues, including, but not limited to, how warm transferring of Member calls will occur between the TPA and HealthJoy, the responsibilities of the TPA concierge versus the HealthJoy concierge, login information to any third-party vendors needed, detail about the Member incentive structure, etc.
2. Enhanced Navigation (formerly TPA+) Features
2.1 Integration of the Client’s Health Plan into the HealthJoy Program.
2.2 Inclusion of any Client and/or TPA incentives/disincentives for Members as part of the Client’s Members medical insurance plan.
2.3 Proactive outreach via insurance verification data.
2.4 Proactive outreach via precertification data.
2.5 Claims integration.
Healthcare Concierge Services. In addition to the concierge services provided as part of the HealthJoy Core Program, the HealthJoy Enhanced Navigation (formerly TPA+) also provides the following concierge services:
3.1 Member Engagement – pursuant to the details included in the Client Steerage Worksheet, direct members when applicable to third-party preferred facilities identified by the Client and TPA.
3.2 TPA Interaction – pursuant to the details included in the Client Steerage Worksheet, direct and receive Members, as applicable, to/from the TPA’s member services when applicable.
3.3 Care Management – pursuant to the details included in the Client Steerage Worksheet, direct Members to care management services identified by the Client and TPA when applicable.
3.4 Real-Time Transfers – pursuant to the details included in the Client Steerage Worksheet, warm transfer Members to the TPA when applicable
Module 2: The HealthJoy Program (without Enhanced Navigation).
The HealthJoy Program consists of the following:
Telemedicine Consultations
If the Teladoc Health General Medical add-on module was subscribed to, then the
specific General Medical additional terms and conditions set forth at www.healthjoy.com/legal apply, including, without limitation, the Third-Party Product
Terms & Conditions for Teladoc Health General Medical Program and the Virtual Care
Consult & Participant Fees attachment set forth under "Consult & Participation Fees for
Teladoc & MSK."
1. If telemedicine (Urgent Care or General Medical) is purchased through HealthJoy then the Program includes access to the telemedicine consultations with licensed physicians, nurse practitioners and other qualified personnel (“Provider”) to provide patient and physician interaction, whereby the physician diagnoses the patient’s ailment, recommends therapy, and if necessary and appropriate, writes a Non-DEA controlled prescription; and operates within the state regulations. The Program is designed to provide Provider access in the states where telemedicine is approved, and the Members live and travel. Each Provider shall be licensed to practice medicine, technologically proficient, and covered by medical malpractice insurance having limits equal to or greater than the minimum required limits in the state where such Provider practices. The method of delivering service by the Providers under the Program may be over the telephone, Internet or any other telecommunication device or network, whether now in existence or developed during the term of this Agreement.
2. The Program includes the following services:
2.1 HealthJoy will provide the Members with unlimited access to consultations and health information services provided by a Provider. This access shall be available 24 hours per day, 365 days per year.
2.2 HealthJoy will connect Members to a Provider. The Provider shall:
2.2.1 Conduct a medical consult to assess the Member’s medical needs; and
2.2.2 Based upon the medical consult, respond to the consultation request as follows:
2.2.2.1 Determine that the consultation request is a life-threatening emergency and direct the Member to the nearest emergency facility;
2.2.2.2 Determine that the consultation request is urgent but not a life-threatening emergency, and advise the Member how to treat the condition, prescribe medication as necessary, and make a determination whether the Member should contact or page his/her primary care physician; or
2.2.2.3 Determine that the consultation request is not urgent and not a life-threatening emergency, advise the Member how to treat the condition, prescribe medication as necessary, and advise the Member to follow up with his/her primary care physician or a specialist focused on the specific medical problem.
2.3 It is understood by the Parties that HealthJoy does not exercise control or direction over the means, methods, or manner by which the Providers exercise professional judgment in the provision of medicine provided through the Program and in accordance with this Agreement. The Providers provide services based on their sole professional judgment. It is further understood that the Providers will not prescribe any Drug Enforcement Agency (DEA) controlled substances or narcotics and operates subject to state regulations. HealthJoy is not required to guarantee that the Member will receive a prescription.
2.4 Each Provider will prepare and maintain medical records in accordance with all applicable federal, state, and local laws and regulations, including the requirements of each governing board where the Provider is licensed and/or certified. All medical records pertaining to the provision of services through the Program shall be the property of the applicable Provider.
2.5 Only Members who have completed the necessary steps to create the legally mandated doctor/patient relationship (as described herein) will be eligible to receive a consultation under the Program. Those steps include:
2.5.1 Completing a medical history disclosure, either online or by telephone with a designated Program representative. In the event the Member fails to complete the disclosure, the Member will not have access to the Provider(s); and
2.5.2 Agreeing to HealthJoy’s Informed Patient Consent and Release Form confirming an understanding that the Provider is not obligated to accept the Member as a patient, and that the Member’s participation in the Program may be cancelled at any time without recourse by the Member.
Health Plan Benefits Integration
1. Members will have access to summary information of their health plan benefits from their personal account in the HealthJoy app.
a. The inclusion of benefits information is subject to information provided by Client or Benefits Associate to HealthJoy. Subject to receipt of required documents from Client or Benefits Associate, HealthJoy may include information related to medical, dental, vision, ancillary benefit programs, wellness programs and FSA/HRA/I accounts in Member’s account.
b. For medical plans only, Member will be able to view plan design details such as deductibles, maximum out of pockets, copayments and coinsurance amounts for medical benefits (doctor visits, labs and imaging, maternity care, mental health, etc.) and prescription benefits (pricing for the various tiers of medication on the Member’s formulary).
Healthcare Concierge
Members have on-demand access via secure chat and phone to experienced healthcare advisors who can assist Members that seek healthcare services and interact with providers and insurers on their behalf.
1. The services provided by HealthJoy Concierge include:
1.1. General Benefits Assistance – answer common questions related to health plan coverage specifics, direct to relevant benefit forms when needed and provide additional education regarding the services offered by HealthJoy.
1.2. Provider Recommendations – research and recommend physicians, dentists and other healthcare providers for needed services. HealthJoy will confirm in-network status and check appointment availability via phone prior to providing recommendation.
1.3. Facility Recommendations – research and recommend healthcare facilities for diagnostics, labs and medical procedures. HealthJoy will confirm in-network status and request pricing information via phone prior to providing recommendation.
1.4. Appointment Scheduling – schedule appointments for needed services with the recommended or requested providers.
1.5. Bill Review – Bill Review is an add-on module. If purchased, our team will review
Explanation of Benefits (also known as EOB) to ensure that claims are processed
accurately and sort out coverage issues as applicable. We also review medical bills to
confirm accurate billing, explain charges, and help resolve billing discrepancies with
healthcare providers and/or facilities.
1.6. Prescription Savings Review – provide information on prescription medication and help find the best prices.
1.7. Healthcare Cost Guidance – assist in estimating the total cost of non-emergent medical procedures, pre-treatment.
2. Hours of Service for Concierge Chat (subject to change in HealthJoy’s sole discretion):
Monday – Friday 7:00 am – 12:00 am Central
Saturday and Sunday 10:00am – 6:00pm Central
Prescription Medication Savings
HealthJoy provides Members with a number of opportunities to save on their prescription medication.
1. Personalized Medication Evaluation – Healthcare Concierge and medical staff will evaluate Members’ prescribed medication and provide pricing analysis, available therapeutic alternatives, and strategies to reduce medication spend.
2. Rx Savings Card – Members will have access to a free program that provides up to 80% savings on prescription medication available at more than 70,000 pharmacies in the U.S – and may even find savings versus their health plan copayment.
3. Mail Order Prescription Service – Members will have the opportunity to enroll in free mail order prescription services. Healthcare concierge will recommend certain services based on Members’ plan design, help Members understand the benefits and services provided by the service, and assist in the enrollment process.
4. Manufacturer Coupons – Healthcare Concierge will educate and assist Members in locating manufacturer coupons provided by pharmaceutical companies.
HealthJoy’s Virtual MSK Therapy - Included in the above Modules
HealthJoy’s Virtual MSK Therapy is a musculoskeletal pain management program (“Virtual MSK Therapy”) that provides a personalized, video-guided exercise program backed by a virtual coach. The goal is to help Enrolled Members self-manage their chronic pain through personalized exercise programs and provide one-to-one support to help them achieve their goals during the Virtual MSK Therapy.
Virtual MSK Therapy provides coach-led exercise therapy programs for members with specific areas of pain. This can include but is not limited to back, knee, hip, shoulder, neck, foot, and other joint pain or chronic conditions such as pelvic health disorders. Each Enrolled Member will have up to 12 weeks of programming guided by their coach and accessible as part of the Virtual MSK Therapy. The 12-weeks of programming are measured at the Enrolled Member’s pace (i.e., the Enrolled Member could start Virtual MSK Therapy for 3 weeks, take a 2 week break and then complete the Virtual MSK Therapy program, so the total time would be 14 weeks), provided, however, that once commenced, the Virtual MSK Therapy Program must be completed within fifteen (15) months.
The Virtual MSK Therapy includes a maintenance program provided at the end of their 12-week program. A license to the Virtual MSK Therapy lasts for fifteen (15) months after MSK Acceptance.
Each Member will have the ability to take an intake survey about their health, pain and function history to apply for the Virtual MSK Therapy. This intake survey will confirm eligibility and screen for exclusion criteria. HealthJoy then reviews the survey results to verify eligibility. If deemed eligible by HealthJoy, it will be considered an “MSK Acceptance.” To be eligible for the Virtual MSK Therapy, a Member must have self-reported chronic pain or chronic symptoms, and not have some other health issue that may disqualify him/her, such as, but not limited to, having: (1) had surgery within the past three (3) months, (2) a condition where they have not been cleared for exercise by their physician, (3) physician-diagnosed structural issues (such as moderate to severe spinal stenosis, multilevel disc herniations, multilevel spinal fusion), or (4) if the answers to the intake survey indicate a structural issue even though there is no formal diagnosis, such as marked numbness and tingling or radiating pain down their legs.
Accepted Members are contacted by their assigned coach to schedule an introductory call and introduce the member to the Virtual MSK Therapy. Enrolled Members can access the Virtual MSK Therapy through the HealthJoy app on their smartphone, as well as via a computer or other internet-connected device at the proper web address. Coaches and Enrolled Members can then communicate, and schedule further calls to discuss exercises, exercise form, progress, modifications, or any other relevant information. Coaches may follow up with the Enrolled Member as needed via email, call, text, or other media to aid adherence to the Virtual MSK Therapy.
(Any references to app feature or wallet features are dependent on the Client purchasing the HealthJoy Navigation Platform) HealthJoy will provide Client with brochures and app features to build awareness amongst its Members. Each virtual wallet will include a Virtual MSK Therapy wallet card and menu button that provides an overview of the available exercise therapy programs and how to apply. Throughout the year, Members searching for relevant services such as Chiropractic or Physical Therapy will be reminded by the HealthJoy app that they have access to Virtual MSK Therapy.
More specifically, Virtual MSK Therapy includes the following features and functionality:
1. Mobile Application Features
1.1 Benefits Wallet Card – Contains overview of Virtual MSK Therapy, a button linking to a public web page with more information on the Virtual MSK Therapy, and a button to take the intake survey (if they have not yet done so) or continue to their web page for the Virtual MSK Therapy (assuming the Member has been accepted into the program).
1.2 Inbox Card – Contains overview of the Virtual MSK Therapy, a button to take the intake survey (if they have not yet done so) or continue to their web page for the
Virtual MSK Therapy (assuming the Member has been accepted into the program).
1.3 Menu Button – Links to a web page that contains an overview of Virtual MSK Therapy
Program, a button linking to a public web page with more information on the program, and button to take the intake survey (if they have not yet done so) or continue to their
web page for the Virtual MSK Therapy (assuming the Member has been accepted into the program).
1.4 Custom Messaging – When Members search for a potentially eligible service, the app may remind them that they have access to the Virtual MSK Therapy. Outbound messaging reminders may also be sent to educate Members on the Virtual MSK Therapy.
2. Concierge Services. The HealthJoy concierge team will be trained on the specifics of the Virtual MSK Therapy.
2.1 For requests where Virtual MSK Therapy may be a suitable alternative, HealthJoy
concierge may inform and educate Member on the Virtual MSK Therapy.
3. Virtual MSK Therapy Web Page/App Features
3.1 Accessibility – The Virtual MSK Therapy can be accessed through the HealthJoy mobile application or online at MSK.healthjoy.com (the “MSK Portal”).
3.2 Profile Page – The MSK Portal shows the Accepted Member’s assigned exercises and their progression through each week and month, an area to rate their satisfaction and current pain or take a longer survey when appropriate, their coach’s contact information and a link to schedule a call.
3.3 Programs Page – The MSK Portal provides Accepted Members with the ability to view current assigned exercises and progression through each week or see completed exercises, ability to play each exercise video.
3.4 Exercises Page – The MSK Portal provides Accepted Members with the ability to watch an instructional video or read step-by-step instructions with key tips or notes for each exercise.
4. Coaching Services
4.1 Personal Coach – Enrolled Member will have access to a dedicated, personal coach via video call, phone, email, and text message. The Enrolled Member can contact the
coach via telephone, email, video chat or schedule a time with their coach via a
calendar inside the MSK Portal. Future functionality will include communication through the MSK Portal.
4.2 Qualifications – Coach experience includes Doctor of Physical Therapy and practicing Physical Therapist, Physical Therapy Assistants with several years of clinical
experience, and Health Coaches or other professionals skilled in behavior change and
how the Musculoskeletal system works.
4.3 Responsibilities – Coaches are responsible for ensuring member satisfaction and
outcomes, which often come down to ensuring adherence to their exercises. Below is a list, subject to change, for how Coaches assist their members:
4.3.1 Welcome email to schedule an introductory call (video or phone) and provide access to the MSK Portal.
4.3.2 Introductory call to review the program, understand the member’s unique
circumstances and motivation, and create a plan and excitement for
adherence.
4.3.3 Optional weekly or ad hoc calls to review exercises, make exercise
modifications, or adjust programming where needed.
4.3.4 Weekly communication to ensure adherence.
4.3.5 Monthly communication to ensure the member is completing a progress
survey.
4.3.6 Using the Coach Platform data tools to monitor adherence and progress
4.4 Coach Platform – Coaches have access to the following data for their own members to monitor progress and adherence and identify who needs more support:
4.4.1 Login history
4.4.2 Survey history
4.4.3 Pain history
4.4.4 Satisfaction history
4.4.5 Function history
4.5 Coaches will have five (5) structured interactions with each Enrolled Member as follows:
4.5.1 Introductory Call, scheduled immediately after the member is accepted into
the program and before they start Week 1.
4.5.2 Week 1 check-in / Week 2 prep call – Scheduled for 1 week after the
introductory call-in order to ensure the member completed the first week, is
still bought in, and understands the 2nd week.
4.5.3 Week 4 check-in call – scheduled for after the member has completed their 3rd and/or 4th weeks of the program, designed to ensure buy-in is maintained and ensure the member submits a monthly survey.
4.5.4 Week 9 check-in call – scheduled for after the member has completed 8 weeks of the program and takes a survey.
4.5.5 Exit Call – scheduled for after the member completes 12 weeks or has
achieved their goal and is ready to graduate from the program.
4.6 Coaches will also have multiple ad hoc, unstructured interactions with Enrolled Members. Such ad hoc, unstructured interactions may, but are not limited to, include additional calls at the member’s request, texts from the coach, emails from the coach, etc. Enrolled Members should expect at least 1 to 2 contacts per week from the coach.
5. MSK Therapy Surgery
5.1 Pre-Surgery
5.1.1 Although Members can enroll into the MSK Therapy at any time prior to their
surgery, we recommend enrolling once the Member begins planning for a
surgical procedure. We have cases where we have engaged with Enrolled
Members early enough to avoid surgery entirely.
5.1.2 Enrolled Members engage in 15 minutes of daily exercises, requiring no need
to purchase equipment, and the Enrolled Member can access their assigned
exercises through their portal. Each Enrolled Member is paired with a coach
who is available to make adjustments or modifications to individual exercises
as needed.
5.2 Post-Surgery
5.2.1 This phase involves at least 30 minutes of daily exercises, also without the
need for equipment. Enrolled Members receive a tailored program of unique
exercises for 8-16 weeks, guided by their coach.
6. Reporting. HealthJoy shall provide Client with quarterly reports of Enrolled Member’s usage of the MSK Virtual Care Program.
6.1 Applicants – HealthJoy will track the number of Members who have completed an
intake survey to participate in Virtual MSK Therapy.
6.2 Enrolled Members – HealthJoy will track the total number of Enrolled Members.
6.3 Active Participants – HealthJoy will track the number of currently active Enrolled
Members, as defined by Enrolled Members who have done one (1) of the following
criteria (subject to change): (i) completed twelve (12) weeks of the MSK Virtual Care
Program, (ii) verbally said they are done and ready for the maintenance portion of the
MSK Virtual Care Program, (iii) verbally said they have dropped out of the MSK Virtual
Care Program, (iv) have not logged in for three (3) months after their intake call), or (v)marked as having dropped out by the coach.
6.4 Adherence Rate – HealthJoy will track the number of Enrolled Members who have
completed each week (weeks 1 through 12) of the MSK Virtual Care Program divided
by the aggregate of the number of Enrolled Members who are still active in the MSK
Virtual Care Program and completed the corresponding week that is being measured
plus the number of Enrolled Members who have graduated from the MSK Virtual Care
Program plus the number of Enrolled Members who have dropped out of the MSK
Virtual Care Program. For sake of clarity, this will not be reported on weekly, but when
reported, will be for specific weeks within the MSK Virtual Care Program.
6.5 Enrolled Member Satisfaction – HealthJoy will track the average Enrolled Member
satisfaction for the Virtual MSK Therapy as rated from 0 to 10.
6.6 Average Pain Reduction – HealthJoy will track the average change in self-reported pain through the Virtual MSK Therapy as rated from 0 to 10.
6.7 Average Function Improvement – HealthJoy will track the average change in self-
reported function through the Virtual MSK Therapy as rated from 0 to 10.
6.8 Average Depression/Anxiety Reduction – For each Enrolled Member that completes the MSK Virtual Care Program, HealthJoy will conduct an intake and monthly surveys (GAD-7 and PHQ-9, respectively) and average the differences between the starting score and the ending score.
6.9 Average Surgery Likelihood Reduction – HealthJoy will track the average change in self- reported likelihood to get surgery as rated from 0 to 10.
6.10 Completion Rate – HealthJoy will track the percentage of Enrolled Members who have either completed 12 weeks or achieved their goal and told the coach they were done with the MSK Virtual Care Program, divided by the number of Enrolled Members who have had a chance to complete all 12 weeks of the MSK Virtual Care Program.
6.11 Average Productivity Improvement – For each Enrolled Member that completes the MSK Virtual Care Program, HealthJoy will conduct an intake and monthly surveys and
report on the differences between the intake survey and monthly survey in terms of
percentage of work missed by the Enrolled Member per week due to back pain. For
example, this metric would show that an Enrolled Employee was missing 4 hours of
work per week at the commencement of the program and at the end, the Enrolled
Member is missing 0 hours of work per week, which resulted in a ten percent (10%)
improvement.
6.12 Program Savings – HealthJoy incorporates each participant’s prior care and current care intentions to determine the participant’s savings potential (a participant’s “Program Savings”). If a participant achieves clinically significant improvement,
recognized as 30% or more improvement in pain, then the Program Savings is
‘realized.’ HealthJoy sums the realized savings values to determine the Total Savings.
Based on the HealthJoy intake survey, participants and their savings potentially fall
into three levels as follows:
6.12.1 Low Cost: Participants who indicate no intention for surgery and whose prior
care is non-invasive (physical therapy or chiropractic) are the likely lowest cost
claimants. The MSK Virtual Care Program is used as a substitute for physical
therapy. The average cost of physical therapy for chronic pain is $1,800, so
these Participants are assigned a Program Savings of $1,800.
6.12.2 Medium Cost: Participants who had received prior care more expensive and/or invasive than physical therapy or chiropractic, including one or more of
injections, imaging, surgery, overnight hospital stay, office visit with a doctor,
or an emergency or urgent visit, but indicate no intention to get future surgery
have already cost the plan significant money and are potentially high-cost
claimants. Summing up the average course of care for this bucket (PCP visit,
Orthopedist visit, MRI, Injections, PT visits), these Participants are assigned a
Program Savings of $4,000.
6.12.3 High Cost: Participants who indicated a greater than zero intention for surgery are likely high-cost claimants. HealthJoy takes the difference in the
Participant’s starting and ending surgery likelihood and multiply by an average
surgery cost of $40,000 to determine the Program Savings for that Participant.
For example, if the Participant started at 20% likelihood for surgery and ended
at 0%, that would be (20%-0)*$40,000 = $8,000 in Program Savings. This
Participant population reflects that 70+% of an employer’s musculoskeletal
spend is driven by people getting surgery.
6.12.4 In the event an Enrolled Member is non-responsive by not providing answers to HealthJoy regarding pain improvement or changes to intention for surgery, the
Enrolled Member will be assigned a $0 Program Savings.
6.12.5 The above Program Savings amounts can be adjusted by HealthJoy, in its sole discretion, to align with changes in healthcare costs.
6.13 Reporting Metrics available at Month 2-3, depending on how quickly the first member enrolled.
7. Marketing
7.1 Brochures, App Messages, Emails
[End of Exhibit 1]
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