TERMS & CONDITIONS

KIWI CONSULTANCY TERMS & CONDITIONS

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Keep Integrating Wellness Intentionally (KIWI) Membership Agreement

Braham Enterprise, PLLC - DBA KIWI MED

Email: drbraham@kiwi-med.com

This KIWI Health Literacy Consultant Member Agreement (Agreement) is entered into by and between the undersigned Member (Member or You), and KIWI, a Florida professional limited liability company (Practice or KIWI). The Member and Practice are hereinafter collectively referred to as the “Parties”. A fully executed copy of this Agreement will be provided to you upon request. KIWI is a health consultancy that provides an add-on to your existing medical care. KIWI is intended to supplement your medical care and health literacy. It is not a substitute for your primary-care or specialist care.

I. Membership Services.

Scope of Services. Membership Services are provided by the Practice, with Julaine Braham M.D. (Medical Doctor or Provider) being the primary Provider for the Practice. KIWI services patients within the adolescence (18-years and over), adult, and geriatric populations. Membership Services do not extend to pediatrics and expecting mothers. In exchange for the Monthly Membership Fee, the Practice agrees to provide the following Membership Plans:

1. Kiwi Clarity Consult - $400 (One-time)

Includes:

60-minute virtual session
Lab & imaging recommendations
Custom plan with nutrition, fitness, sleep & stress strategies
Written summary within 72 hours
30-minute follow-up visit

2. Kiwi Thrive - $140/month

Includes:

Two 30-min virtual visits/month
Lab review + customized plan
Support with weight loss medications if needed
Personalized nutrition, fitness & stress management strategies
Cost per Tele-Health Consultation: $80 per consultation

3. Kiwi Core - $80/month

Includes:

One 30-min virtual visit/month
Personalized medical advice
Lifestyle and chronic condition support

II. Term and Renewals.

Term. The Term of this Agreement is thirty (30) days beginning on the date Member signs this Agreement and the Practice’s receipt of the Enrollment Fee provided below in Section III. This Agreement shall automatically renew every thirty (30) days unless terminated by either party. Either party may terminate this Agreement pursuant to the termination provisions in Section IX.

III. Membership Fees.

Enrollment Fee. Members will be assessed a one-time membership fee of $99 immediately payable upon the signing of this Agreement. One - time membership enrollment fee is currently on hold for new members.
Monthly Membership Fee. For the Membership Services described in Section I, the Member agrees to pay a monthly Membership Fee. The first Membership Fee will be assessed thirty (30) days after the Enrollment Fee. The second Monthly Membership Fee will be assessed thirty (30) days thereafter. Subsequent Monthly Membership Fees will be assessed on the 1st day of the month. (For example, and for the avoidance of doubt, if the Enrollment Fee is paid on April 17, the first Monthly Membership Fee will be assessed on May 17, and the second Monthly Membership Fee will be assessed on June 1. All subsequent Monthly Membership Fees thereafter will be assessed on the first day of the month i.e. July 1, August 1, September 1).
The Monthly Membership Fee Structure is set forth below:

- Kiwi Clarity Consult - $400 (One-time)
- Kiwi Thrive - $140/month
- Kiwi Core - $80/month

IV. Financial Disclosures.

By signing this Agreement, you are permitting KIWI to charge your HSA/FSA, credit/debit card on file to initiate withdrawal of the one-time Enrollment Fee and recurring Monthly Membership Fees as provided in Section I and Section III and you agree to the following:

Fee Changes. KIWI reserves the right to adjust the Monthly Membership Fee at its discretion without prior advanced notice. Members will be notified of any changes to the fee structure in a timely manner, and such changes will become effective immediately upon notification. By enrolling with KIWI, Members acknowledge and agree to these terms and understand that the Practice may modify the fee to reflect changes in operation costs or to maintain the quality of services provided.
Late Fees. A late fee of $25 will be charged if the Monthly Membership Fee is not paid within three (3) calendar days of the due date. This late fee will be added to the subsequent Monthly Membership Fee. Members will be notified of any late fees incurred in the patient portal. Failure to pay Membership Fees and associated late fees may result in suspension or termination of membership privileges.
Declined Payment. If your payment is declined for any reason, it will be considered a breach of this Agreement. KIWI will notify you in writing about this breach. Failure to correct the breach may result in any upcoming Telehealth appointments and further Membership Services to be rescheduled or canceled in additional to applicable Late Fees as provided in the above subsection (b). Refunds. Enrollment and Membership Fees are non-refundable.
Rollovers and Transfers of Membership. Membership Services do not roll over to the next month and are non-transferrable to other Members. Membership Services are available exclusively to Active Members only. Active Members are defined as having paid the Enrollment Fee and are current with all Monthly Membership Fees.

V. Scheduling.

Access to Dr. Braham's Schedule is available to Active Members through the appointment calendar via RXNT Portal and Zoc Doc.

VI. Health Care Services Exemption.

Membership Services will be provided to you by Julaine Braham, MD, as the primary provider for the Practice. Due to sick days and other unforeseen situations, Provider may not be available to provide the Membership Services as scheduled The Provider will make every reasonable effort to reschedule appointments in a timely manner and will notify you if such a situation arises.

VII. Communication.

Privacy. The Member will be provided with methods to contact the Provider via Health Insurance Portability and Accountability Act (HIPAA) compliant electronic communication. Questions/concerns will be answered during your Telehealth Consultation.
Member Portal. Access to a personalized and HIPPA compliant Member Portal will be provided for 24/7 access to Membership records and appointment scheduling.

VIII. Confidentiality

The Member will be provided access to contact the Provider through the 24/7 Member Portal and by email. The Member acknowledges that communications with the Provider using e-mail are not guaranteed to be secure or confidential methods of communication for sending or receiving sensitive personal health information, and acknowledges that email are transmitted over a public network that may be intercepted, altered, forwarded, or used without authorization or detection. Further, e-mail senders can easily type in the wrong address, and therefore, be received by an unintended recipient. As such, by signing this Agreement and when communicating with the Practice via email, you understand and accept the risks of communication in this manner. You acknowledge that conversations over certain communication platforms are highlighted as preferable based on higher levels of data encryption, but many communication platforms, including e-mail, may be made available to the Member. If you wish to send email communications to the Practice and receive email responses, the Practice will take all reasonable steps to keep communications confidential and secure. If the Member initiates a conversation in which the Member discloses Protected Health Information (“PHI”) outside of the 24/7 Member Portal, the Member has authorized the Practice to communicate with the Member regarding PHI in the same format and agrees to hold harmless the Practice to any PHI breach resulting from such email communication. Tele-health consultations will be conducted on a 3rd-party HIPAA compliant site.

IX. Termination.

The Member may terminate this Agreement at any time for any reason or no reason at all upon thirty (30) days’ written notice to the Practice.
KIWI may terminate this Agreement, at any time or any reason or no reason at all, without showing cause for termination, upon 30 days’ written notice to Member.
If Member or Practice terminates the Agreement, Member will be charged the full Monthly Membership Fee then owing and all pending charges to include applicable late fees. If Member leaves Practice but decides to rejoin later, Member may be subject to a Reinstatement Fee of $99.

X. Non-Participation in Insurance.

The Member acknowledges and understands that this Agreement is not an insurance plan, and not a substitute for health insurance or other health plan coverage such as membership in an Health Maintenance Organization (HMO). It will not cover any services provided outside of the Practice. You acknowledge that KIWI is not responsible for any medical bills that you incur outside of the Practice. Membership Plans do not cover hospital services, emergency call backs, emergency room visits, urgent care facility visits, appointments with other providers, specialists, radiology, lab tests by outside companies, durable medical equipment, or any services not listed under Membership Services. KIWI recommends you obtain and retain health insurance. Members acknowledge that this Agreement is not an insurance plan, nor is intended to replace any existing or future health insurance coverage or replace your primary care provider or specialist.

XI. Comprehensive Labs with Quest Diagnostics.

For patients with insurance, Quest Diagnostics will bill the patients’ insurers directly, unless required by applicable law to bill Client directly. KIWI will indicate insurance ID in the “insurance ID” field on the test order requisition and provide all necessary information including, without limitation, complete and accurate (1) patient’s demographic information, (2) insurance/Medicaid/Medicare eligibility information, (3) diagnosis codes in the form of ICD codes, and (4) any other reasonably required billing information. To the extent permitted by law, and in the event that complete and accurate billing information is not provided in a timely manner, or if Quest Diagnostics is otherwise not permitted by law to bill the insurers requested, the Member agrees that they will be held directly responsible for payment. In addition, Quest Diagnostics reserves the right to invoice Client, to the extent permitted by law, for any services ordered by Authorized Providers that are determined to be not medically necessary or covered under the patient’s health plan.

XII. Acceptance of Program Members.

KIWI reserves the right to accept or decline Membership based upon our capability to appropriately handle your needs. KIWI may decline applicants due to the Physician’s panel size or because the applicant requires care not within KIWI’s scope of services.

XIII. Entire Agreement; Amendment.

The Parties understand that this Agreement represents the entire agreement of the Parties and supersedes all prior agreements and understandings between the Parties regarding the subject matter hereof. This Agreement may only be amended by a written agreement signed by the Parties. The Member acknowledges that this Agreement is a legal document and creates certain rights and responsibilities. The Member also acknowledges that they have read and understand the Agreement and the terms and conditions contained herein.

XIV. Governing Law; Waiver of Jury Trial; Arbitration.

This Agreement shall be governed and construed under the laws of the State of Florida, without regard to conflict of law principles. The Parties intentionally and voluntarily waive any and all right to a trial by jury in any legal proceeding arising out of this Agreement or the Membership Services contemplated under Section II. Any dispute between Member and the Practice or a respective affiliate and agent arising under or relating to this Agreement shall be resolved exclusively by arbitration in Pinellas County, Florida, before a neutral arbitrator, under the auspices of the American Arbitration Association, in accordance with its current Expedited Rules and Procedures for Commercial Arbitration. Any award rendered pursuant to such arbitration shall be final and binding upon the Parties, and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction over the parties. Each party shall bear its own costs and attorneys’ fees in connection with any such arbitration.

XV. Waiver.

Waiver by either KIWI or the Member of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement.

XVI. Counterparts.

This Agreement may be executed in one or more counterparts, each of which when taken together shall constitute one and the same original. To facilitate the execution and delivery of this Agreement, the Parties may execute and exchange counterparts may be appended to any other counterpart.

Last Updated: April 2025