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 monthly or annually and is determined by subscriber. 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. 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. 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 it's
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.
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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