Perk Program Terms and Conditions

STANDARD TERMS AND CONDITIONS FOR CORPORATE DISCOUNT PROGRAM

These Standard Terms and Conditions (“T&Cs”) are incorporated by reference into and form part of the Corporate Discount Program Agreement (the “Agreement”) entered into between The Joint Corp., a Delaware corporation (“The Joint”), and the corporate entity identified in the Agreement (“Company”). The Joint and Company are each referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

1. DEFINITIONS

“Protected Health Information” or “PHI” has the meaning set forth in the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and its implementing regulations.

“Authorized Location” means any participating location of The Joint or its franchisees as listed on Exhibit A, as may be updated from time to time upon written notice to The Joint.
“Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Agreement, including but not limited to business plans, financial information, customer lists, pricing information, marketing strategies, and proprietary business information, whether disclosed orally, in writing, or in electronic form, and whether or not marked as confidential, and specifically excludes information that: (i) becomes publicly available through no breach by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession prior to disclosure without restriction; (iii) is rightfully received from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
“Covered Services” means the Chiropractic Services eligible for discounts under this Agreement as specified in Section 4.
“Chiropractic Services” means: (a) the diagnosis and treatment of patients whose health problems are associated with the body’s muscular, neurological and skeletal system, through the manipulative treatment of misalignments of the joints; and (b) ancillary or related services and treatments that, under applicable Law, may only be rendered by, or under the supervision of, a licensed chiropractor.
“Discount Rate” means the percentage or dollar amount reduction from The Joint’s standard retail rates as specified in Exhibit B.
“Eligible Employee” means any individual who satisfies the eligibility criteria set forth in Section 4.
“Excluded Services” means (i) Services provided by third-party practitioners not employed or contracted by The Joint; (ii) Any products offered at an Authorized location, such as durable medical equipment, orthotics, supplements, and retail products; (iii) Services provided outside of Authorized Locations; and (iv) Any services specifically designated as excluded in Exhibit B.
“Program” means the corporate discount program established under this Agreement.

2. RELATIONSHIP OF THE PARTIES

Nothing in the agreement or these Terms and Conditions creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on behalf of the other.

3. REGULATORY CHARACTERIZATION

The parties acknowledge that the program does not constitute insurance, a discount medical plan organization product, or any other regulated insurance-like benefit. Any discount rate is not an insurance product or other economic device intended to transfer risk from an individual to a company.

4. ENROLLMENT AND ELIGIBILITY

Eligible Employees may enroll in the program by presenting valid proof of eligibility at any authorized location at the time of their first appointment. No advance enrollment or registration is required. The Joint shall verify eligibility in good faith based on the following information presented by eligible employees:

current company employee identification badge or card;
company email address verification;
recent pay stub or employment verification letter; or
such other verification method as the parties may agree in writing.

The Joint is not required to investigate the authenticity of documentation beyond a reasonable review. Upon cessation of employment, an eligible employee’s eligibility terminates automatically. The Authorized Location shall: (a) honor any appointment scheduled prior to the termination date at the discount rate; and (b) honor any pre-paid care package at the discount rate, provided services are utilized within ninety (90) days of employment termination or the package expiration date, whichever is earlier. Company is responsible for notifying The Joint of employee terminations in a timely manner to prevent continued use of program discounts by ineligible individuals.

Appointment Scheduling

Eligible Employees shall schedule appointments directly with Authorized Locations using The Joint’s standard scheduling procedures. Eligible Employees shall identify themselves as Program participants at the time of scheduling and present verification of eligibility at their appointment. The Joint makes no guarantee regarding appointment availability, wait times, or preferential scheduling; Eligible Employees are scheduled on the same basis as The Joint’s general patient population.

5. BILLING AND PAYMENT

Eligible Employees are solely responsible for payment of all charges for services received under the Program, including pre-paid care packages. All discounted package prices shall be paid in full through an acceptable payment method prior to commencement of services, or according to a payment plan established directly between The Joint and the Eligible Employee.

Acceptable payment methods include cash, check, credit card, debit card, and such other payment methods as The Joint accepts from its general patient population but specifically does not include (a) Medicare, Medicaid, or any other state or federal government-funded benefit plan or fiscal intermediary; or (b) third-party private payors such as insurance companies, health plans, or health maintenance organizations.

Company shall inform Eligible Employees of the acceptable and excluded payment methods prior to service, and Company has no obligation to pay for services rendered to Eligible Employees under the Program. The Joint agrees refund policies for unused services are subject to Section 4 above and refund policies shall be clearly disclosed to the Eligible Employee by the Authorized Location at the time of purchase and shall comply with applicable consumer protection laws.

Any billing disputes between The Joint and an Eligible Employee shall be resolved directly between those parties. The Authorized Location shall maintain a documented billing dispute process that: (a) Provides the Eligible Employee with an itemized receipt upon request; (b) Designates a point of contact at the Authorized Location for dispute resolution; and (c) Escalates unresolved disputes to The Joint’s corporate operations team within thirty (30) days.

Company has no liability or obligation with respect to billing disputes between The Joint and any Eligible Employee and agrees and acknowledges The Joint retains all rights to pursue collection of unpaid amounts from Eligible Employees in accordance with applicable law. Company shall cooperate in good faith with reasonable requests by The Joint to verify employment status in connection with collection activities, subject to the PHI restrictions set forth in Section 7 of these T&Cs.

6. HIPAA AND PRIVACY

The Joint is a separate HIPAA covered entity and is solely responsible for compliance with HIPAA and all other applicable privacy and security laws with respect to PHI of Eligible Employees who receive services under the Agreement. Company is not a covered entity or business associate of The Joint solely by virtue of the Agreement.

The Joint shall not disclose any PHI of Eligible Employees to Company except: (a) as expressly authorized in writing by the Eligible Employee; (b) to verify employment status for eligibility purposes, limited to name and employment status only; or (c) as required by applicable law. All utilization reports provided to Company shall contain only de-identified, aggregated data that does not identify individual Eligible Employees.

The Joint shall maintain and provide to Eligible Employees its Notice of Privacy Practices as required by HIPAA and that is made available on its website at https://www.thejoint.com/hipaa-notice-of-privacy-practices, at each Authorized Location and before the first appointment of the Eligible Employee. The Joint, through its Authorized Locations, shall obtain all required authorizations and consents for the use and disclosure of PHI. The Parties acknowledge that Company does not receive, create, maintain, or transmit PHI on behalf of The Joint in connection with the Program, and therefore no Business Associate Agreement is required between the Parties solely by virtue of the Agreement.

Data Security, Safeguards and Breach

The Joint shall implement and maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI in accordance with HIPAA Security Rule requirements. These safeguards shall include, at a minimum: (a) Administrative safeguards, including workforce training, access controls, and contingency plans; (b) Physical safeguards, including facility access controls and workstation security; and (c) Technical safeguards, including access controls, audit controls, and transmission security.

In the event of a breach of unsecured PHI involving an Eligible Employee, The Joint shall comply with the breach notification requirements of the HIPAA Breach Notification Rule (45 C.F.R. Part 164, Subpart D) independently and without reliance on Company. The Joint shall notify Company of any confirmed breach affecting Eligible Employees in accordance with applicable law, and only to the extent that notification to Company is required or appropriate.

7. CONFIDENTIALITY

The Receiving Party of confidential information shall: (a) protect Confidential Information using at least the same degree of care as it uses to protect its own confidential information, and in no event less than reasonable care; (b) use Confidential Information solely for purposes of performing its obligations or exercising its rights under the Agreement; (c) disclose Confidential Information only to those employees, officers, contractors, or advisors with a legitimate need to know who are bound by written confidentiality obligations at least as protective as those set forth herein; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information upon becoming aware thereof.

If required by applicable law, regulation, or court order to disclose Confidential Information, the Receiving Party shall: (a) provide prompt prior written notice to the Disclosing Party to the extent permitted by law; (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate relief; and (c) disclose only the minimum portion of the Confidential Information required to comply with such obligation.

Each Party shall return or destroy all Confidential Information and proprietary materials of the other Party in its possession upon termination or expiration of the Agreement. Each Party shall certify in writing to the other that it has completed such return or destruction within thirty (30) days of the termination or expiration date. The Joint’s obligations regarding PHI of Eligible Employees receiving services under the Agreement are governed exclusively by Article 6 of these T&Cs and applicable law, including HIPAA, and not by the general confidentiality obligations set forth in this Article 9.

8. PROFESSIONAL STANDARDS AND COMPLIANCE

8.1 Professional Standards

All chiropractors providing services under the Agreement shall be duly licensed to practice chiropractic in the states where Authorized Locations are situated. All services shall be provided in accordance with applicable professional standards of care, state chiropractic practice acts, and regulations governing chiropractic practice. The Joint maintains all required business licenses, permits, and regulatory approvals necessary to operate its chiropractic facilities.

In the event any required license, permit, or regulatory approval at an Authorized Location is suspended, revoked, or materially restricted, The Joint shall promptly notify Company and temporarily remove the affected location from Exhibit A to the Agreement. The Joint shall provide only those services that are within the lawful scope of chiropractic practice in the applicable jurisdiction. Services beyond the scope of chiropractic practice shall not be offered to Eligible Employees under the Program, and any Eligible Employee who requires services outside that scope shall be referred to an appropriate licensed provider.

8.2 Clinical Independence

All clinical decisions regarding diagnosis, treatment planning, and care delivery are solely within The Joint’s professional judgment. Company shall not interfere with or attempt to influence The Joint’s clinical decision-making. The Joint’s participation in the Program does not create any obligation to provide services that The Joint determines are not clinically appropriate or medically necessary.

8.3 Regulatory Compliance

Each Party shall comply with all applicable federal, state, and local laws and regulations in performing its obligations under the Agreement and these T&Cs, including: (a) Anti-kickback statutes and regulations prohibiting unlawful remuneration for patient referrals; (b) False claims laws and regulations; (c) Consumer protection laws; Employment laws and regulations; and (d) Tax reporting requirements. Each Party shall designate a compliance contact and report any known or suspected violation of applicable law related to the Program to the other Party’s compliance contact within ten (10) business days of discovery.

9. COMMUNICATIONS AND REPORTING

9.1 Communications

Company shall communicate the Program to Eligible Employees through its standard internal communication channels, which may include email announcements, intranet postings, benefits orientations, and employee handbooks. Company shall use commercially reasonable efforts to inform Eligible Employees of the Program’s availability, but makes no guarantee regarding the extent or effectiveness of such communications.

The Joint shall supply Company with marketing materials describing the Program, Covered Services, Discount Rates, and Authorized Locations. Company shall have the right to review and approve all such materials prior to distribution to Eligible Employees, such approval not to be unreasonably withheld or delayed. Company shall complete its review within ten (10) business days of receipt of any materials submitted for approval; failure to respond within that period shall be deemed approval.

The Joint shall notify Company in writing of any material changes to Authorized Locations, Covered Services, or Program terms at least thirty (30) days prior to the effective date of such changes. Notification shall be sent to Company’s designated Program contact. Company shall be responsible for cascading material changes to Eligible Employees through its internal communication channels within ten (10) business days of receiving notice from The Joint.

The Joint shall provide Company with quarterly de-identified, aggregated utilization reports — including total unique Eligible Employee visits, total visits, and total dollar value of discounts provided — within thirty (30) days following the end of each calendar quarter. Reports shall not identify any Eligible Employees or disclose any PHI. The Parties may agree in writing to additional aggregated metrics to be included in such reports.

9.2 External Communications and Public Announcements

Neither Party shall issue press releases or make public announcements regarding the Agreement or the Program without the prior written consent of the other Party. Neither Party shall use the other Party’s name or trademarks in external advertising, marketing materials directed to the general public, or any other public-facing promotional materials without the other Party’s prior written consent.

10. SURVIVAL OF OBLIGATIONS

The following provisions shall survive the termination or expiration of the Agreement for any reason: Article 7 (HIPAA and Privacy), Article 9 (Confidentiality), Article 13 (Liability and Indemnification), and Section 14.7 (Governing Law) of these T&Cs, together with any other provisions of the Agreement or these T&Cs that by their nature are intended to survive termination.

11. LIABILITY AND INDEMNIFICATION

11.1 The Joint Indemnification

The Joint shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) The Joint’s negligence, willful misconduct, or material breach of the Agreement or these T&Cs; (b) any injury, illness, or death of an Eligible Employee resulting from services provided by The Joint under the Agreement; (c) The Joint’s violation of applicable laws, regulations, or professional standards of care; (d) any claim that The Joint’s services or materials infringe any third-party intellectual property rights; (e) The Joint’s breach of HIPAA or other applicable privacy or security laws; or (f) any claim brought by an Eligible Employee related to services received under the Agreement, except in each case to the extent caused by Company’s gross negligence or willful misconduct.

11.2 Company Indemnification

Company shall indemnify, defend, and hold harmless The Joint and its officers, directors, employees, and agents from and against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Company’s negligence, willful misconduct, or material breach of the Agreement or these T&Cs; (b) Company’s violation of applicable laws or regulations; (c) any claim that Company’s trademarks, logos, or materials infringe any third-party intellectual property rights; or (d) Company’s unauthorized disclosure of The Joint’s Confidential Information.

11.3 Indemnification Procedures

A Party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought, provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure; (b) cooperate reasonably with the indemnifying Party in the defense of the claim; (c) permit the indemnifying Party to assume and control the defense and settlement of the claim, provided that no settlement may admit liability on behalf of or impose obligations upon the Indemnified Party without its prior written consent, which shall not be unreasonably withheld; and (d) have the right to participate in the defense of any claim with counsel of its own choosing at its own expense.

11.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE JOINT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED UNDER THE PROGRAM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTIES REGARDING THE NUMBER OF ELIGIBLE EMPLOYEES WHO WILL PARTICIPATE IN THE PROGRAM OR THE VOLUME OF SERVICES THAT WILL BE UTILIZED.

11.5 Limitation of Liability

EXCEPT FOR (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS ARTICLE 11; (B) EITHER PARTY’S BREACH OF ARTICLE 10 (CONFIDENTIALITY) OF THESE T&CS; (C) THE JOINT’S BREACH OF ARTICLE 6 (HIPAA AND PRIVACY) OF THESE T&CS; OR (D) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITIES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. GENERAL PROVISIONS

12.1 Entire Agreement

The Agreement, together with these T&Cs and all exhibits attached to the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to such subject matter. In the event of a conflict between the terms of the Agreement and these T&Cs, the terms of the Agreement shall control.

12.2 Amendments

The Agreement and these T&Cs may be amended or modified only by a written instrument duly executed by authorized representatives of both Parties.

12.3 Waiver

No waiver of any provision of the Agreement or these T&Cs shall be effective unless made in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver of any breach or default shall constitute a waiver of any subsequent or other breach or default, whether of the same or any other provision.

12.4 Severability; Assignment

If any provision of the Agreement or these T&Cs is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and all remaining provisions shall continue in full force and effect. Neither Party may assign its rights or obligations under the Agreement or these T&Cs without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed, except that either Party may assign its rights and obligations without consent to a successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by all terms of the Agreement and these T&Cs. Any attempted assignment in violation of this Section 12.4 shall be void.

12.5 Notices

All notices, requests, demands, and other communications required or permitted under the Agreement or these T&Cs shall be in writing and shall be deemed duly given: (a) when delivered personally to the recipient; (b) one (1) business day after deposit with a nationally recognized overnight courier service for next-business-day delivery, with written confirmation of delivery; (c) three (3) business days after deposit in the United States mail, sent by certified or registered mail, return receipt requested, postage prepaid; or (d) when transmitted by email to the recipient’s designated email address with written confirmation of receipt from the recipient. Notices shall be addressed to the Parties at the addresses set forth in the signature block of the Agreement, or to such other address as a Party may designate in writing from time to time in accordance with this Section 12.5.

12.6 Force Majeure

Neither Party shall be liable to the other or be deemed to be in breach of the Agreement or these T&Cs for any failure or delay in performance resulting from causes beyond such Party’s reasonable control, including acts of God, natural disasters, pandemics, epidemics, acts of war or terrorism, governmental actions, labor disputes, power outages, or failures of telecommunications or internet infrastructure (each, a “Force Majeure Event”), provided that the affected Party: (a) promptly notifies the other Party in writing upon becoming aware of the Force Majeure Event; and (b) uses commercially reasonable efforts to mitigate and overcome the effects of such event. If non-performance due to a Force Majeure Event continues for more than one hundred eighty (180) consecutive days, the unaffected Party may terminate the Agreement immediately upon written notice to the affected Party without liability for such termination.

12.7 Governing Law

The Agreement and these T&Cs shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles or rules.

12.8 Dispute Resolution

The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to the Agreement or these T&Cs, or the breach, termination, or validity thereof (a “Dispute”), through prompt good-faith negotiation between senior executives of the respective Parties. If a Dispute is not resolved through negotiation within thirty (30) days after notice of the Dispute is delivered by one Party to the other (or such longer period as the Parties may agree in writing), the Parties shall submit the Dispute to non-binding mediation before a single mediator selected from the American Arbitration Association (“AAA”) panel for Phoenix, Arizona, or as the Parties may otherwise agree. If the Parties fail to agree on a mediator within fifteen (15) days of the commencement of the mediation process, the AAA shall select the mediator. The costs of mediation shall be borne equally by the Parties.

All negotiations and mediation proceedings conducted pursuant to this Section 12.8 are strictly confidential, constitute settlement negotiations for purposes of applicable rules of evidence, and shall not be admissible in any subsequent legal proceeding. The mediator shall not be called as a witness in any such proceeding.

If a Dispute is not resolved through mediation within sixty (60) days after the initiation of mediation (or such longer period as the Parties may agree in writing), either Party may pursue its rights and remedies by filing a lawsuit in any state or federal court of competent jurisdiction. If a Dispute is resolved through a judicial proceeding, the substantially prevailing Party shall be entitled to reimbursement from the non-prevailing Party of its reasonable costs and expenses incurred in connection therewith, including reasonable attorneys’ fees, accounting fees, and court costs.

All mediation and litigation relating to Disputes shall take place exclusively in the county in which The Joint maintains its principal place of business at the time the Dispute arises (currently, Maricopa County, Arizona). The Parties irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objection to the laying of venue of any such proceeding in such location.

UNLESS PROHIBITED BY APPLICABLE LAW: (i) ANY CLAIM ARISING UNDER OR RELATING TO THE AGREEMENT OR THESE T&CS (OTHER THAN A CLAIM FOR INDEMNIFICATION OBLIGATIONS, PAYMENT OF AMOUNTS OWED, OR AN EXCLUDED CLAIM) MUST BE BROUGHT WITHIN TWO (2) YEARS FOLLOWING THE CONDUCT OR EVENT GIVING RISE TO THE CLAIM, OR THE RIGHT TO ANY REMEDY WITH RESPECT THERETO WILL BE FOREVER WAIVED AND BARRED; (ii) THE JOINT AND COMPANY EACH IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THESE T&CS; (iii) EACH PARTY WAIVES THE RIGHT TO LITIGATE ANY DISPUTE ON A CLASS ACTION, COLLECTIVE, OR REPRESENTATIVE BASIS; AND (iv) EACH PARTY WAIVES ANY RIGHT TO PUNITIVE OR EXEMPLARY DAMAGES.

12.9 Counterparts; Electronic Signatures

The Agreement and these T&Cs may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Electronic signatures, digital signatures, and signatures transmitted in PDF format shall have the same legal force and effect as original ink signatures.