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myVpass.com Membership and Use Agreement
This Membership and Use Agreement (the “Agreement”) shall govern membership in Vpass
and use of the MYVPASS.COM™ website. By entering the MYVPASS.COM website, the user accepts and agrees to be bound by the terms and conditions of this Agreement.
1. Description and Limitations of Vpass. Vpass programs are not health insurance
policies, and the programs do not make payments directly or indirectly to the providers
of health services or other parties. Rather, programs offered by Vpass provide discounts
for purchases of various products and services, including certain healthcare providers.
The program member is obligated to pay the provider for all products purchased or
health care services that the member will receive. The member will receive a pre-negotiated
discount from the providers and other vendors listed in the network, in accordance
with the specific pre-negotiated discounted fee schedules. The member benefits and
discounted fee schedules change from time to time and there is no guarantee that the benefits or discount schedules available at the time of a member’s registration
will continue to be offered during the membership term.
2. Membership Term; Members Included. The initial membership term and each
renewal term are 12 months. The membership will become effective the date the member
completes the registration page. The members covered in this membership include
the spouses and minor dependents living in the same household as the applicant member.
The non-refundable registration fee shall be charged in accordance with the registration
page, which the member agrees to complete fully and accurately.
3. AUTOMATIC RENEWAL OF MEMBERSHIP TERM. DURING ANY ENROLLMENT PERIOD IN
WHICH THE MEMBER PURCHASED THE VPASS MEMBERSHIP, UNLESS SUCH MEMBER AFFIRMATIVELY
CANCELS THE MEMBERSHIP AT LEAST THIRTY (30) DAYS PRIOR TO EXPIRATION BY WAY OF WRITTEN
NOTICE OR EMAIL TO THE CONTACT INFORMATION LOCATED AT THE END OF THIS AGREEMENT,
THE MEMBERSHIP WILL BE AUTOMATICALLY RENEWED TWO (2) WEEKS PRIOR TO THE EXPIRATION
BY A CHARGE TO THE SAME CREDIT CARD PREVIOUSLY PROVIDED TO VPASS.
4. Cancellation and Refund Policy. If the member cancels the membership within
the first thirty (30) days after joining the program, such member will receive a
refund of all membership fees paid by the member (not paid by the sponsor) to Vpass.
The one-time registration fee is NON-REFUNDABLE. In order to cancel the membership
and receive a refund, cancellation request MUST be made in writing to support@myvpass.com
and mailed to 9462 Brownsboro Rd Ste 153, Louisville, KY 40241-1118. Cancellations
requests made after the first thirty (30) days of joining are not eligible for a
refund.
5. Membership Payment and Billing. Payment of the initial membership fee
(if applicable), registration fee, and/or any renewal membership fee will be made
automatically by a charge against the member’s credit card for the full amount of
the membership fee for the membership term. Members who pay the fees by a direct
charge against their credit card may not receive notice from Vpass of a subscription
payment due; rather, the member will be notified of the billing on his/her credit
card or checking account statement. Each member hereby authorizes Vpass to bill
and receive payment for the fees as set forth on the registration page. Vpass reserves
the right to increase the fees for succeeding terms, in which case the member will
be notified of the increased fees not later than forty-five (45) days prior to expiration
of the then current term, which increased fees will be effective upon renewal of
the membership.
If Vpass attempts to automatically renew the membership, but is unable to do so
due to the cancellation or inactivation of the member’s credit card or other form
of electronic payment, Vpass will attempt to notify the membership through the email
address on record. In all events, it is the responsibility of the member to ensure that Vpass has received payment for membership renewal four (4) weeks prior to the
expiration date identified in the order confirmation. Vpass is not responsible and
assumes no liability to any member for any member’s failure to provide Vpass with
current payment information for membership renewal.
6. Member Acknowledgments. Membership in the Vpass programs and/or member’s
rights or duties under this Agreement may not be assigned or delegated without the
prior express written consent of Vpass. Each member agrees that he/she will use
his/her membership in the programs only for his/her personal benefit or for the
benefit of his/her family members. A member’s violation of this provision may, at
the discretion of Vpass, result in immediate termination of the membership. Vpass
bears no responsibility for the payment of or contribution to any use, sales or
other tax that may be imposed on the services by any Federal, state or other taxing
authority. Payment of such taxes will remain the sole responsibility of the member
or the provider of the services, as applicable. Member is responsible for paying
providers and/or vendors for all services rendered unless otherwise agreed upon
by member and provider or vendor. Vpass is not responsible for the services provided
by a provider or vendor and further makes no representation or warranty with respect
to the quality, performance, or results of such services. Vpass is not insurance,
and it may not reduce deductibles, co-payments or other out-of-pocket expenses for
services that are covered by insurance.
Vpass provides the member access to a network of participating providers who are
practicing independently. Participating providers are independent contractors in
private practice and are neither employees nor agents of Vpass. The availability
of any particular provider cannot be guaranteed, and provider network composition
is subject to change without notice. Vpass does not provide dental, medical or any
other treatment and is not responsible for results. All dental, medical and/or other
healthcare is the responsibility of the treating provider, in consultation with
the member. The selection of the provider is solely the responsibility of the member.
The providers participating in the respective plans have agreed to make certain
services and products available to members on a discount basis. The term discount
means a service that is available to a member at a discount from fees normally charged
by the provider and for which the member is solely financially responsible. Member
understands that all payments to providers are due and payable at the time of service,
unless another payment arrangement is mutually agreed upon between the member and
the treating provider.
In order to benefit from the discounts, the member must present his/her Vpass ID
card along with a photo ID to the provider at the time of his/her appointment. If
any of the terms and conditions hereof is violated by a member, such member’s participation
in Vpass may be terminated immediately.
7. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY. VPASS IS NOT A MERCHANT,
MANUFACTURER OR A PROVIDER OF SERVICES OR PRODUCTS. VPASS DOES NOT GIVE ANY WARRANTY,
EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY, MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, PRODUCTIVENESS OR ANY OTHER MATTER, FOR ANY SERVICES OR MERCHANDISE
PURCHASED OR RECEIVED BY A MEMBER FROM A PROVIDER OR VENDOR THROUGH HIS/HER MEMBERSHIP
IN THE PLAN OR PROGRAM. MEMBER SHOULD NOT RELY ON VPASS’S SKILL OR JUDGMENT IN SELECTING
A PROVIDER OR VENDOR FOR THE SERVICES OR PRODUCTS AVAILABLE TO MEMBERS. IF ANY PRODUCT
OR SERVICE PURCHASED OR RECEIVED BY A MEMBER IS CANCELED, MODIFIED, DEFECTIVE OR
OTHERWISE UNSATISFACTORY TO THE MEMBER, THE MEMBER WILL LOOK SOLELY TO THE PROVIDER,
SELLER, MERCHANT, VENDOR OR MANUFACTURER OF THE PRODUCT OR SERVICE FOR SATISFACTION
OF APPLICABLE REMEDIES.
SUBJECT TO APPLICABLE STATE LAW, IN NO EVENT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE,
SHALL VPASS, B. BARNETT, INC., ITS PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS,
DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE TO ANY ENTITY FOR ANY INDIRECT, SPECIAL,
EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS, OR OTHER DATA ON
YOUR INFORMATION HANDLING SYSTEM) THAT ARISE OUT OF OR OTHERWISE ARE RELATED TO
THE USE OF, OR THE INABILITY TO USE, THE CONTENT OR THE SITE OR ANY LINKED WEBSITE,
THE STATEMENTS OF ANY THIRD PARTY ON THE SITE, OR UNAUTHORIZED ACCESS TO THE SITE,
MEMBER TRANSMISSIONS, OR MEMBER’S ACCOUNT OR PASSWORD, EVEN IF VPASS IS EXPRESSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM LIABILITY OF VPASS HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID
BY THE MEMBER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING
THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING REMEDY
IS THE MEMBER’S SOLE AND EXCLUSIVE REMEDY.
THE MEMBER AND VPASS EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS
CONTAINED HEREIN REPRESENT THE PARTIES COMPLETE AND NEGOTIATED AGREEMENT AS TO THE
ALLOCATION OF RISK BETWEEN THE PARTIES AND SUCH LIMITATIONS ON LIABILITY ARE A FACTOR
IN ISS ESTABLISHING THE MEMBERSHIP AND OTHER FEES DUE HEREUNDER.
THE PARTIES HERETO WAIVER THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS
CONTEMPLATED HEREBY, REGARDLESS OR WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING.
8. Indemnification. The member agrees to indemnify and hold harmless Vpass;
its parent, B Barnett Inc; subsidiaries; affiliates; officers; directors; agents;
employees; co-branders or other partners; and suppliers, from any claim, demand,
action or damage, including reasonable attorney’s fees, made or incurred by any
third party arising out of or related to the member’s misuse of the site, any content
the member transmits via the site, or the member’s violation of this Agreement.
9. Notices. All notices, demands and other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in writing
and shall be deemed to have been given (a) when personally delivered, (b) the day
following the day (except if not a business day then the next business day) on which
the same has been delivered prepaid to a reputable national overnight air courier
service, or (c) the third business day following the day on which the same is sent
by certified or registered parties, shall be sent to the applicable address set
forth below, unless another address has been previously specified in accordance
with this Section 9:
If to Vpass:
At the address listed on the last page of this Agreement
If to the Member:
At such address as reported by the member on the registration page.
10. Intellectual Property Rights. All content included in the Vpass Website,
including text, graphics, logos, designs, photographs, button icons, images, audio/video
clips, digital downloads, data compilations and software, is the property of Vpass
or its suppliers and is protected by United States and international copyright laws.
The compilation of all content on this site is the exclusive property of
B Barnett Inc., and protected by U.S. and international copyright laws. Such material should
not be reproduced or used without the express written permission of B Barnett Inc.
This Agreement does not convey to the Member an ownership interest in or to the
copyright, but only a limited licensed right of use in accordance with the terms
of this Agreement.
11. Choice of Law and Forum. All issues and questions concerning the construction,
validity, interpretation and enforceability of this Agreement and related documents
shall be governed by, and construed in accordance with, the laws of the Commonwealth
of Kentucky, without giving effect to any choice of law or conflict of law rules
or provisions (whether of the Commonwealth of Kentucky or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
Commonwealth of Kentucky. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be adjudicated
before a court located in Jefferson County, Kentucky, and they hereby submit to
the exclusive jurisdiction of the courts of the Commonwealth of Kentucky and of
the federal courts in the Western District of Kentucky with respect to any action
or legal proceeding commenced by any party, and irrevocably waive any objection
they now or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an inconvenient
forum, relating to or arising out of this Agreement, and consent to the service
of process in any such action or legal proceeding by means of registered or certified
mail, return receipt requested, directed to the applicable address set forth in
this Agreement.
12. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
13. Complete Agreement. This Agreement and the documents referred to herein
contain the complete agreement between the parties hereto and supersede any prior
understanding, agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof in any way.
14. No Third Party Beneficiaries. Nothing in this Agreement, express or implied,
is intended to or shall confer upon any person other than the parties hereto or
their respective successors and permitted assigns, any rights, remedies or liabilities
under or by reason of this Agreement
15. No Waiver. No failure by Vpass to insist upon the strict performance
of any covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute a waiver of any
such breach or any other covenant, duty, agreement or condition.
**********************************
Any and all contact regarding MYVPASS.COM or the Vpass programs should be directed
to:
Vpass
9462 Brownsboro Rd
Suite 153
Louisville KY 40241-1118
(502) 410-3389
support@myVpass.com
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