Partnering with MyTelemedicine and getting started is as simple as 1, 2, 3... There is no cost or commitments to become part of one of the most comprehensive Reseller programs in the Telemedicine space. As a partner of MyTelemedicine you will have the ability of enrolling individuals or groups, download customized marketing collateral, uploading group census files and so much more. Once registered you will receive an activation email providing you with access to your dedicated partner portal.
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MYTELEMEDICINE RESELLER AGREEMENT
This Reseller Agreement (hereinafter “the Agreement”) is entered into and effective as of the day of enrollment, by and between MyTelemedicine, Inc., a District of Columbia Corporation with offices located at 214 E. Louisiana St., Suite 300, McKinney, Texas 75069 (“MTM” or “Provider”) and the Reseller whom filled out their information on the Reseller Signup Form.
Whereas MTM developed, owns, markets, licenses, engages in the design, management, sale, maintenance, employment of professionals, and servicing of software and networking services (the “Program”),
Whereas Reseller desire to enter into this Agreement upon the following terms and conditions whereby Reseller will have a non-exclusive right to sell, market, and distribute the Service.
NOW THEREFORE in consideration of the mutual promises and agreements contained in this Agreement, and other good and valuable consideration, the parties agree as follows:
I. MYTELEMEDICINE SERVICES
1.01 MyTelemedicine Program includes, for the paid member, his/her spouse and legally dependent, the following (collectively considered “Member”):
1) Access to licensed physicians, providing cross-coverage consultations. The physicians are recruited and credentialed by MTM to provide patient and physician interaction, whereby the physician diagnoses the patient’s ailment, makes recommendations, and if necessary and appropriate, writes a non-DEA controlled prescription; and operates within the state regulations. It is understood by the Parties the licensed physicians will not prescribe any DEA controlled substances, narcotics, psychotropic medications or lifestyle drugs.
2) Solely with respect to telephone and video consultations:
· Unlimited access to telephone and video consultations and health information services provided by a physician licensed in the state where Member is located. This access shall be available 24 hours per day, 365 days per year.
· Once a Member has scheduled a telephone consultation, a physician licensed in the respective state will contact member within two hours.
· If a Member requests a video consultation, it will be scheduled and an appointment reminder notification will be sent prior to the initiation of the video consultation. To begin the video consultation, the Member will access the consultation within the member health portal using their secure member login.
3) The licensed physician shall:
· Conduct a medical consult to evaluate the Member’s medical needs; and
· Based upon the medical consult, respond to the call as follows:
i. Determine that the call is a life-threatening emergency, and direct the Member to the nearest emergency facility;
ii. Determine that the call is urgent but not a life-threatening emergency, and advise the Member how to treat the condition, prescribe medication as necessary that is electronically sent to pharmacy of member’s choice, and make a determination whether the Member should contact or page his/her primary care physician; or
iii. Determine that the call is not urgent and not a life-threatening emergency, advise the Member how to treat the condition, prescribe medication as necessary that is electronically sent to pharmacy of member’s choice, and advise the Member to follow up with his/her primary care physician or a specialist focused on the specific medical problem.
1.02 Members will be required to complete the necessary steps to create a doctor/patient relationship to receive the medical consultations, via Telephone or Video. Those steps include:
1) Completing a Medical History Disclosure, within the members Health Portal or by telephone with a designated Care Coordinator.
2) Agree to 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; and
3) The Member also understands and acknowledges that the Program provides Cross-Coverage Consultations when the Members primary care physician is not available.
1.03 MTM reserves the right to suspend or modify the Services in the event any local, state, or federal rule, regulation or applicable law impacts the Services or the ability of MTM to provide such Services to Members.
1.04 MTM will provider Reseller with standard marketing material templates. Reseller shall have the right to create and distribute their own material upon the prior written approval of MTM.
II. RESELLER DUTIES AND OBLIGATIONS
2.01 Reseller shall have the non-exclusive, non-transferable and revocable right to (purchase, sell, market and lease) the Service purchased from MTM, subject to the terms and conditions of this Agreement. All purchases by Reseller from MTM shall be final, and at the pricing noted in Schedule A.
2.02 Reseller acknowledges and agrees that it is responsible for fully familiarizing itself with and complying with MTM’s Services, networks, pricing, and operating policies. Reseller acknowledges and agrees that it shall familiarize itself and abide by all laws, both state and federal, that will apply to its use of MTM’s Services. Reseller shall not sell, directly or indirectly deliver any Service to any country or state where a delivery of such Service would be prohibited by any applicable laws or regulations.
2.03 Reseller hereby agrees that it shall at all times, carry on its business in a professional manner that will be not be reflected negatively upon the Service and MTM. Reseller will not make any false claims or false or misleading representations and warranties in respect of the Service or MTM.
2.04 Reseller shall at its own expense, obtain all registrations, licenses and permits required of the applicable jurisdiction to perform any of its obligations and to comply with any and all applicable laws.
2.05 Reseller shall be responsible for all of its own expenses and employees in association with the sale, distribution, marketing, and licensing of the Service. Reseller shall at its sole expense, hire and train all employees and/or independent contractors, consultants and salespersons that it may require to carry out its obligations under this Agreement, and Reseller hereby agrees that it will not incur any expense that is attributable to MTM, save and except for any expenses that may be agreed to by MTM and Reseller in writing.
III. PAYMENT AND COMPENSATION
3.01 – Retail Model
Reseller may market individual memberships directly to consumers at the retail pricing outlined in Schedule A. Reseller may not alter the direct-to-consumer retail pricing unless authorized to do so by MTM through the use of a promotional code. Reseller will be paid a commission equal to forty percent (40%) of the retail sales price, no later than the tenth (10th) day of the month for all enrolled members active on the last business day of the prior month.
3.02 – Group Sales Model
Reseller may market MTM memberships using a group sales model, including but not limited to loyalty groups, employer groups, association members and other member-based organizations using the per member per month (“PMPM”) pricing schedule outlined in Schedule A. When utilizing the group pricing model, Reseller will be paid a commission equal to forty percent (40%) of the total PMPM fee billed to the group for all enrolled members active on the last business day of the prior month, no later than the tenth (10th) day of the month following payment from the group. The group sales model requires that MTM directly list bill the group. Reseller may not process membership payments.
IV. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
4.01 Reseller shall use MTM’s identifying logo or trademark or any other of MTM’s identifying marks, and patent markings, in connection with the sale, distribution, marketing, and leasing of the Service in all marketing, sales or promotional material, including but not limited to, flyers and website advertising or marketing.
4.02 Reseller hereby agrees that MTM shall retain all right, title and interest to any MTM copyrights, trademarks, or other intellectual property contained in the material created by Reseller to support the marketing and support of Reseller’s customers using the MTM Service.
4.03 Reseller hereby agrees to keep confidential all technical, Service, business, financial and other valuable information regarding MTM, the business of MTM and its clients, including but limited to, all software programs, research, development, documentation, marketing strategies and business methods of MTM and of MTM’s clients.
4.04 Except as may be necessary in the performance under this Agreement, Reseller shall not at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles or other reproduction or recordings of any type, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, records, plans or other written, printed or otherwise recorded material of MTM, or which relate in any manner to the present or prospective business of MTM. Reseller shall have no interest in any of this material and agrees to surrender any of the material which may be in its possession to MTM immediately upon the request of MTM.
4.05 Reseller shall not use at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes of any other person, firm, corporation, association or other business entity, any trade secrets, business development programs, or plans belonging to or relating to the affairs of MTM, including knowledge relating to customers, clients, or employees of MTM.
4.06 Reseller shall at all times protect and safeguard the confidential information and trade secrets of MTM and its clients and agrees not to disclose, give or transmit any confidential information or trade secrets to any third parties.
4.07 The provisions of this section shall survive the termination of this Agreement.
V. TERM AND TERMINATION
5.01 MTM and Reseller hereby agree that this Agreement shall continue to be in full force and effect for a period of one (1) year, renewable automatically for like periods of twelve months unless written notice of termination for the then existing term is delivered to the other party no less than 30 days before the end of that then existing term.
5.02 This Agreement may be terminated by either party at any time, by written notice being provided by the party wishing to terminate this Agreement to the other party, as follows:
1) by either party in the event that the other party is in material breach of this Agreement and has failed within thirty days after receipt of such written notice thereof from the non-breaching party to cure such breach or to pursue any and all corrective action with respect to any material breach that cannot be reasonably corrected within such thirty day period;
2) if either party becomes the subject of any voluntary or involuntary bankruptcy, receivership or any other insolvency proceedings or makes an assignment or other arrangement for the benefit of its creditors;
3) if the Reseller should sell or assign any of its rights and obligations under this Agreement without the prior written consent of MTM or if there should be a material change in the control of the Reseller; or
4) if MTM fails to supply the Service to the Reseller.
5.03 Reseller hereby agrees that upon written notice of termination of this Agreement, the Reseller will cease all sales, marketing, distribution, licensing and leasing of the Service, except for orders for the Service placed by the Reseller pursuant to any purchase orders received by MTM prior to the written notice of the termination of this Agreement and to cease use of any intellectual property of MTM, including but not limited to, any trademarks or designs.
5.04 MTM and the Reseller hereby agree that under no circumstances whatsoever shall either party hereto be liable to the other by reason of termination or non-renewal of this Agreement.
VI. LIMITATION ON LIABILITY
6.01 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CLAIMS, LOSSES, DISPUTES, SUITS OR CAUSES OF ACTION (COLLECTIVELY, “CLAIMS”) BASED ON, OR ARISING OUT (I) THIS AGREEMENT, (II) ANY LOSS, SUSPENSION OR INTERRUPTION OF SERVICE, (III) THE PERFORMANCE OF SERVICES OR OTHER OBLIGATIONS AND/OR THE EXERCISE OF RIGHTS UNDER THIS AGREEMENT, (IV) ANY INJURY TO PROPERTY OR OTHERWISE RESULTING FROM RESELLER’S PERFORMANCE OF ITS DUTIES HEREUNER, (V) ANY FAILURE OF EITHER PARTY’S WEBSITE OR ONLINE SERVICE TO OPERATE), (VI) ANY ERRORS IN OR IN CONNECTION WITH EITHER PARTY’S WEBSITE OR (VII) ANY LACK OF OR INABILITY TO ACCESS EITHER PARTY’S WEBSITE OR ONLINE SERVICE. EACH PARTY MAY INTERRUPT ITS WEBSITE OR ONLINE SERVICE AT ANY TIME TO PERFORM MAINTENANCE, TO ADDRESS SECURITY BREACHES, OR FOR ANY OTHER REASON, OR NO REASON AT ALL, WITH NO LIABILITY TO THE OTHER PARTY WHATSOEVER. THE LIABILITIES LIMITED BY THIS SECTION INCLUDE WITHOUT LIMITATION LIABILITY FOR NEGLIGENCE.
6.02 THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION VII SHALL NOT APPLY TO, NOR LIMIT THE LIABILITY OF A PARTY OR ITS AFFILIATES, FOR: (I) A MATERIAL BREACH OF ARTICLE V OF THIS AGREEMENT, (II) ITS INDEMNIFICATION, DEFENSE AND HOLD HARMLESS OBLIGATIONS, OR (III) ANY GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR INTENTIONAL MISCONDUCT.
6.03 EXCEPT AS PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY, OR ITS AFFILIATES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY TO BE CHARGED WAS ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE FORM OF THE CLAIM(S), IN WHICH SUCH LIABILITY MAY BE ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
6.04 EXCEPT AS PROVIDED IN ARTICLE 7.03, IN NO EVENT WILL THE CUMULATIVE DAMAGES TO WHICH EITHER PARTY MAY BE ENTITLED UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, EXCEED WHICHEVER OF THE FOLLOWING AMOUNTS IS APPLICABLE: (I) THE TOTAL AMOUNT PAID OR OWED TO MTM BY RESELLER AFTER THE EFFECTIVE DATE HEREOF AND DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED OR, (II) IF LESS THAN TWELVE (12) CALENDAR MONTHS AFTER THE EFFECTIVE DATE AND PRIOR TO THE DATE ON WHICH THE CLAIM FIRST ACCRUED, THEN THE AVERAGE AMOUNT PAID OR OWED TO MTM BY RESELLER DURING APPLICABLE NUMBER OF SUCH MONTHS PRIOR TO ACCRUAL OF THE CLAIM, MULTIPLIED BY TWELVE (12). THE EXISTENCE OF MORE THAN ONE (1) CLAIM DURING THE TERM HEREOF WILL NOT ENLARGE THIS LIMIT
6.05 THE LIMITATIONS ON DAMAGES SET FORTH IN ARTICLES 7.03 AND 7.04 SHALL NOT APPLY TO, NOR LIMIT THE LIABILITY OF A PARTY OR ITS AFFILIATES FOR: (I) A MATERIAL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) ITS INDEMNIFICATION, DEFENSE AND HOLD HARMLESS OBLIGATIONS OR (III) ANY GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR INTENTIONAL MISCONDUCT.
7.01 MTM shall indemnify, hold harmless and, at no expense to Reseller, defend Reseller and Reseller’s affiliates (if any), and its and their respective directors, officers, employees, and authorized agents and other representatives (each a “Reseller Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’ fees and costs) (collectively, “Third-Party Claims”), arising from, or related in any manner whatsoever to:
1) any actual or alleged breach of this Agreement, or violation of applicable law, by MTM; or
2) any actual or alleged infringement or other violation of a third-party’s intellectual property rights by MTM.
7.02 Reseller shall indemnify, hold harmless and, at no expense to MTM, defend MTM and its affiliates (if any), and its and their respective directors, officers, employees, and authorized agents and other representatives (each a “MTM Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’ fees and court) (collectively, “Third-Party Claims arising from, or related in any manner whatsoever to:
1) any actual or alleged breach of this Agreement or violation of applicable law, by Reseller:
2) any actual or alleged infringement or other violation of a third-party’s intellectual property rights by Reseller.
7.03 The right of either party (“Indemnified Party”) to indemnification and/or a defense (collectively, “Indemnity”) hereunder by the other Party (“Indemnifying Party”) shall be conditioned on the following:
1) The Indemnified Party must give the Indemnifying Party prompt written notice of the Third-Party Claim, for which it is seeking Indemnity, although the Indemnified Party’s failure to provide such prompt notice will not relieve the Indemnifying Party of any obligation or liability under this Section except to the extent the Indemnifying Party has been materially prejudiced by such failure;
2) The Indemnifying Party shall have sole control of the defense and any settlement or other resolution of such Third-Party Claim with legal counsel of the Indemnifying Party’s choice, so long as the representation is zealous, legal counsel is reputable, there is no conflict of interest in representing the Indemnified Party, and the Indemnified Party is recognized as the client of legal counsel;
3) The Indemnified Party shall at all times fully cooperate with, and at the Indemnifying Party’s expense, provide such assistance as reasonably requested by the Indemnifying Party, in connection with any investigation or defense of such Third-Party Claim; and
4) The Indemnified Party shall not enter into any settlement, compromise or other resolution of such Third-Party Claim, without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld or delayed.
7.04 Notwithstanding anything to the contrary herein, no compromise or settlement of any such Third-Party Claim may be committed to by the Indemnifying Party without the Indemnified Party’s prior written consent, unless:
1) it includes a full discharge and release of liability for the Indemnified Party; and
2) it involves no admission or commitment by or on behalf of the Indemnified Party other than the payment of money to be fully indemnified hereunder by the Indemnifying Party.
8.01 - Successors and Assigns
The Parties agree that this Agreement shall be binding upon each of its successors and assigns and that this Agreement may not be assigned to any other third party, without the written consent of MTM, which shall not be unreasonably withheld.
No modification, supplement, termination, extension, waiver or amendment to or of this Agreement (or any attachments or exhibits) or any of its provisions may be made, including any attempts, shall be binding unless agreed to by The Parties in writing by duly authorized representatives of the Parties. There shall be no oral agreements.
8.03 - Notices
Any notice required, permitted to be given, or otherwise given hereunder may be effectively given by letter delivered either by personal delivery, registered mail certified return receipt requested, postage prepaid, or delivered by overnight delivery Service, or by facsimile machine upon receipt from the sender of a confirmation of receipt, or by other electronic means so long as the recipient has acknowledged receipt (for purposes of this section an automatically generated receipt confirmation does *not* qualify as acknowledgement of receipt), addressed to the recipient as follows:
In the case of MTM: In the case of Reseller: As recited on Page 1
Attn: General Counsel
214 E. Louisiana St., Suite 300
McKinney, Texas 75069
Tel: 800 611 5601
8.04 - Waiver
Any party which is entitled to the benefits of this Agreement may, and has the right to, waive any term or condition hereof at any time on or prior to the time when such term or condition is required to be fulfilled under this Agreement; provided, however, that such waiver shall be evidenced by written instrument duly executed on behalf of such party by a duly authorized agent. The waiver by a party of any term or condition hereof shall not operate as a waiver of that party's rights under this Agreement in respect of any other term and condition (whether of the same or any other nature). No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity. No agreed waiver by either Party of a provision or breach of this Agreement shall operate or be construed as a subsequent waiver of the same, or waiver of a different, provision, including a waiver of the same but subsequent breach of this Agreement or a waiver of a different such breach.
This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Texas as they apply to agreements entered into and to be performed by the Parties herein.
8.06 - Venue
The Parties further agree that venue of any legal action or claim hereunder shall be exclusively in and with a court having jurisdiction over the Collin County, Texas, if disputes are to be resolved in Court, if at all, as set out below, or where arbitration or mediation is to occur, if at all, as set out below. The Parties further agree and hereby consent to, and waive all defences of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the State of Texas. Notwithstanding the foregoing either party may seek equitable, preliminary, or permanent injunctive relief from any court of competent jurisdiction, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which either party may be entitled.
8.07 – Entire Agreement
This Agreement shall constitute the entire agreement between the Parties and will supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof.
Each of the provisions of this Agreement (and each part of each such provision) is severable from every other provision hereof (and every other part thereof). In the event that any provision (or part thereof) contained in this Agreement or the application thereof to any circumstance shall be invalid, illegal or unenforceable, in whole or in part, and to any extent: (i) the validity, legality or enforceability of such provision (or such part thereof) in any other jurisdiction and of the remaining provisions contained in this Agreement (or the remaining parts of such provision, as the case may be) shall not in any way be affected or impaired thereby; (ii) the application of such provision (or such part thereof) to circumstances other than those as to which it is held invalid, illegal or unenforceable shall not in any way be affected or impaired thereby; (iii) if possible, such provision (or such part thereof) shall be construed or re-written as closely as possible to conform to the intent of the parties, in which instance parole or extrinsic evidence may be considered to do so; (iv) if not susceptible to such construction, such provision (or such part thereof) shall be severed from this Agreement and ineffective to the extent of such invalidity, illegality or unenforceability in such jurisdiction and in such circumstances; and (v) the remaining provisions of this Agreement (or the remaining parts of such provision, as the case may be) shall nevertheless remain in full force and effect.
8.09 – Attorney’s Fees
In the event of litigation or arbitration relating to the subject matter of this Agreement, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.
8.10 - Authority
Each person signing warrants and represents that he or she has full authority to enter into this Agreement, and that all representations and warranties in this Agreement, are true and correct.
8.11 - Dispute Resolution
The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate. If the dispute cannot be settled through negotiation, the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association before resorting to arbitration. If a party fails to respond to a written request for mediation within 30 days after service or fails to participate in any scheduled mediation conference, that party shall be deemed to have waived its right to mediate the issue in dispute. If there is no resolution then the Parties agree that any dispute, claim, or action hereunder shall be resolved exclusively in and with a court of law or equity having jurisdiction over the Parties and subject matter.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day of enrollment.
Retail Model no consult fee
· Standard Retail Price - $19.95 per month
· Price with Promotional Code - $14.95 per month
Family Membership (includes spouse and legal dependents)
· Standard Retail Price - $24.95 per month
· Price with Promotional Code - $19.95 per month
Group Sales Model
END SCHEDULE A