Direct Healthcare Services Agreement

This Direct Healthcare Services Agreement (“DHSA”) governs the direct relationship between an APC+ member (“Member”) and the Advanced Primary Care Plus (“APC+”) provider participating through the Apaly Health, Inc. (“Apaly”) platform. This DHSA is entered into between the Member and the Provider; Apaly is a technology platform and is not a party to this agreement.

1. Parties

This DHSA is between the Member (the individual enrolling for primary care services) and the Provider (the licensed clinician or clinical entity providing APC+ services). Apaly facilitates the connection between the parties through its platform but does not provide medical care or assume responsibility for the clinician-patient relationship.

2. Scope of Services

The Provider agrees to deliver Advanced Primary Care Plus services to the Member, including but not limited to:

• Same-day or next-day primary care access
• Annual physicals and preventive care
• Acute care for common illnesses and minor injuries
• Chronic disease management and monitoring
• Prescription management and refills
• Text, call, or video access to the Provider, consistent with clinical appropriateness
• Care coordination and referral navigation

The specific scope of services is described in the APC+ Scope of Services and may vary by Provider.

3. Membership and Payment

Member’s APC+ membership fee is paid by Member’s employer (or employer-sponsored health plan) as a benefit. The Member is not directly responsible for the monthly membership fee. Any applicable deductibles or coinsurance under the Member’s health plan may apply to in-person, non-preventive services consistent with IRS HSA/HDHP guidelines.

4. Scope Limitations

APC+ is not a substitute for emergency care, specialty care, hospital care, or other services outside the scope of primary care. The Provider may refer Member to specialists, facilities, or other providers when clinically appropriate.

5. Clinical Relationship

The Member and Provider maintain a direct clinician-patient relationship. All clinical decisions are made by the Provider based on their independent medical judgment. Apaly does not influence, direct, or interfere with clinical decisions.

6. Privacy and HIPAA

The Provider’s use and disclosure of Member’s Protected Health Information is governed by HIPAA and applicable state law. Apaly’s handling of PHI on behalf of Provider is governed by our Business Associate Agreement. Member’s privacy is further addressed in our Privacy Policy.

7. Termination

Either party may terminate the clinician-patient relationship in accordance with applicable law and professional ethics guidelines. Member may change Providers at any time through the Apaly marketplace. Changes in employment or health plan coverage may affect eligibility for APC+ membership.

8. Disclaimers

APC+ services are delivered solely by the Provider. Apaly is a technology platform and does not practice medicine, provide medical advice, or assume clinical liability. Any medical advice, diagnosis, or treatment is provided by the Provider in the Provider’s professional capacity.

9. Relationship to Other Agreements

This DHSA is separate from, and in addition to, Apaly’s Terms of Service and Platform Access Agreement. In the event of any conflict regarding the clinical relationship, this DHSA controls.

10. Governing Law

This DHSA is governed by the laws of the state in which the Provider is licensed to practice medicine. Disputes between the Member and the Provider shall be resolved in accordance with applicable state law.

11. Changes to This DHSA

The Provider or Apaly may update this DHSA from time to time. Continued receipt of services constitutes acceptance of the updated DHSA.

12. Contact Us

For questions about this DHSA, contact your APC+ Provider directly or email Apaly support at support@apaly.com.