Progyny Membership Agreement


This Agreement sets forth the terms of your membership (the “Membership”) in the membership program offered by Parsley Health, Inc. (the “Company”) to individuals who have chosen to participate in the program as a benefit pursuant to a Progyny, Inc. (“Progyny”) benefit plan. The Membership is designed to offer you a more personalized approach to your health care experience.

1. The Membership.

Your employer has entered into an arrangement with the Company which will provide you with access to our membership program.The Membership offers you a broad range of non-clinical amenities and enhancements (the “Enhancements”), as well as convenient access to Parsley Medical Group FL, P.A.; Parsley Medical Group DE, P.A.; Parsley Medical Group NJ, P.A.; Parsley Medical PLLC; and Parsley Medical PC ( “Parsley Medical”), including certain clinical services (the “Clinical Services”). We refer to the Enhancements and Clinical Services collectively as the “Services,” and have listed all of the Services included in your Membership on Schedule 1.The Company and Parsley Medical will provide you, or arrange for you to receive, the Services.The Company only provides non-clinical, including certain administrative services, and does not engage in the practice of medicine or provide any diagnostic, therapeutic or clinical services. Parsley Medical will provide all Clinical Services to you, and will work with your employer to ensure appropriate billing for those services.You understand and agree that this Agreement is a service contract and not a contract of insurance, and is not an agreement for direct primary care services.

2. Membership Fees.

The Company charges your employer a Membership Fee for your access to and use of the Services. A portion of that fee pays the Company for the Enhancements, and a portion is billed and collected by the Company, on behalf of Parsley Medical, as Parsley Medical’s billing agent for the Clinical Services. Payment of the Membership Fee by your employer to the Company is a condition of your Membership, and the initial payment must be made before your Membership commences.

3. Term and Termination.

A. Term. Unless it is terminated earlier in accordance with Section 3.B. of this Agreement, this Agreement will begin on the date you initiate Services, and shall continue to be in effect so long as the Company’s agreement with your employer remains in effect and you continue to utilize the Services.

B. Termination. This Agreement will terminate upon the following events: (i) the termination of your employment with your employer; (ii) the termination of your participation in the Progyny benefit plan pursuant to which you chose to participate in the membership program; (iii)the termination of the Company’s agreement with your employer; or (iv) upon thirty (30) days prior written notice from you to the Company of your intent to terminate this Agreement. The Company may terminate this Agreement if, following fifteen (15) days written notice to you of your failure to comport with Company or Parsley Medical protocols, such failure continues, in the Company’s or Parsley Medical’s sole discretion.You will be entitled to receive the Services until the effective date of termination.

4. Electronic Communications.

By providing your email address below, you agree to receive electronic communications from the Company and Parsley Medical via email. You may also elect to receive electronic communications via phone or SMS text messaging by completing the Consent to Receive Text Messages attached to this Agreement and incorporated herein by reference.

5. Entire Agreement; Amendment.

This Agreement, including the schedule attached hereto, sets forth the entire agreement between the parties with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements between you and the Company regarding the same subject matter. This Agreement may be amended only in writing signed by the parties. Notwithstanding the foregoing, the Company may, upon at least thirty (30) days’ written notice to you, unilaterally amend this Agreement effective as of the start of the next Renewal Term and/or amend this Agreement if required by applicable law.Upon receipt of a notice of amendment as provided herein, you may accept these changes or terminate your Membership in accordance with the terms of Section 3, above.

8. Miscellaneous. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state you reside. Venue. The exclusive forum for all disputes arising under or relating to this Agreement, shall be in New York City, New York, unless such action cannot by law be brought in such forum, in which case the venue required by law shall govern. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term of this Agreement. Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term(s) or provision(s). Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors and administrators. No Assignment. You may not assign your rights, duties and obligations under this Agreement without the prior written consent of the Company, whose consent may be withheld for any reason. Any attempt to assign said rights, duties and obligations without the prior written consent of the Company will be null and void and of no force or effect. The Company may assign this Agreement with thirty (30) days advance written notice to you. Counterparts. This Agreement may be executed electronically in one or more counterparts, all of which together shall constitute only one agreement. Notices. Any communication required or permitted to be sent under this Agreement shall be in writing and sent via electronic mail (a) to the Company at and (b) to you at the email or other address you designate at signature.

By click signing this agreement, you acknowledge that you have read, understand, and agree to the terms of this Agreement.

Schedule 1


The Company will provide you with the following Enhancements as part of your Membership:

The Company provides up to 5 visits with a health coach consisting of a variety of individual, and group appointments. Health Coach visits will address recommended lifestyle changes, set achievable goals, and adjust your personalized lifestyle plan based on how you are responding to changes. Initial visit will be 45 minutes and follow up visits will be 30 minutes.

The Company’s personal service manager plays a vital role on the program Team to make sure things run smoothly with scheduling, coordinating appointments, and assisting with insurance or FSA/HSA questions. Secure messaging with the care manager on the Patient Portal is unlimited.

Access to the secure Patient Portal.

Please note that the Enhancements are not professional services, and do not include items or services that are covered by health insurance plans.

Parsley Medical will provide you with the following Clinical Services as part of your Membership:

  • Up to 5 in-depth virtual medical visits with a clinician to follow up on a medical questionnaires you will be provided and asked to complete so that Parsley Medical can understand your health history, current health concerns, lifestyle, and diet, which will help Parsley Health clinicians identify risk factors and signs of nutrient deficiencies or toxicities, and give recommendations for advanced testing and blood work. A Parsley Medical clinician will review your personalized health plan, review results from testing, discuss progress, and work with you to adjust your care plan to optimize wellbeing and manage complex health conditions. Initial visit will be 60 minutes and follow up visits 30 minutes.
  • Maintain integrated medical records that include health risk assessments, claims data, and eligibility information.

Note that there may be additional costs that are not part of your Membership, such as specialty lab tests (like stool, urine, and saliva), health care services outside of what is provided by Parsley Medical above, and non-medical services recommended by Parsley (such as acupuncture, fitness classes, medications, and supplements). You will be responsible for payment for all such costs or services that are not part of your Membership.