Individual Health Insurance Membership Services Agreement

INDIVIDUAL HEALTH INSURANCE MEMBERSHIP SERVICES AGREEMENT

This Individual Health Insurance Membership Services Agreement (“Agreement”) governs the provision of individual health insurance-related services by Zinn Insurance Agency, LLC., a New Mexico limited liability company (“Zinn”), to the individual signing below (“Member” or “you”).  This Agreement which incorporates the Membership Fee schedule by reference, is effective as of the date signed by Member and Zinn (the “Effective Date”).

1. Membership Services. Through this annual membership program, Zinn provides individual health insurance services to Member, including but not limited to Marketplace/Affordable Care Act (ACA) plan comparisons and enrollment, off-exchange individual plan consultation, employer group plan analysis and optimization, health insurance claims advocacy, subsidy eligibility reviews and applications, COBRA vs. Marketplace analysis, and comprehensive Medicare pre-Medicare planning for Members under 65 (collectively, the “Membership Services”). Important Notice: This Agreement covers individual health insurance services only and does not include Medicare-related services, which are governed by a separate membership agreement. All Membership Services are subject to applicable federal Medicare regulations, ACA regulations, Department of Health and Human Services (HHS) guidelines, carrier requirements, and applicable state insurance laws. Zinn’s obligations are limited to compliance with such regulations as they exist at the time of service delivery. You acknowledge that Medicare regulations, ACA regulations, plan availability, premiums, and coverage details are subject to change by CMS, HHS, and insurance carriers. Zinn reserves the right to decline or discontinue specific Membership Services based on regulatory changes, carrier availability, your eligibility requirements, or business considerations, with reasonable notice where feasible.
2. Service Disclaimers and Limitations. Member acknowledges ACA regulations, plan details, premiums, and coverage are subject to frequent change by HHS and insurance carriers. Zinn does not warrant the accuracy, completeness, or current applicability of individual health insurance information provided, which should be verified directly with Healthcare.gov or the applicable carrier. Zinn cannot guarantee that its services will result in optimal coverage selections, cost savings, or approval for any specific individual health insurance plan. Zinn will perform Membership Services with reasonable care and in accordance with industry standards for individual health insurance services. Member is responsible for verifying all plan details, costs, and coverage with the insurance carrier before enrollment. Member warrants that all information provided to Zinn is accurate and complete to the best of Member’s knowledge. Member acknowledges that final decisions regarding plan selection and enrollment rest solely with the Member, and Zinn shall not be responsible for any outcomes arising from the Member’s chosen plan.
3. Fees and Payment.
   • Membership Fee. Member agrees to pay an annual membership fee (“Membership Fee”) for comprehensive individual health insurance advocacy services as outlined in the Membership Fee Schedule. The Membership Fee covers ongoing access to all individual health insurance services throughout the membership year, with no additional consultation fees required.
   • Commission-Based Compensation. For Membership Services involving individual health insurance plan enrollment, Zinn may receive compensation from insurance carriers in the form of commissions. Member acknowledges such carrier compensation does not create additional cost to you and that commission amounts are determined by carriers and may vary by product. Commission payments do not affect or reduce the Membership Fee.
   • Membership Payment Terms. The Membership Fee is due on the Effective Date and annually thereafter on the anniversary date. Any payment not received within the specified time period shall incur a late fee of $25 or 1% per month, whichever is less. Member may authorize Zinn to charge the Membership Fee and any applicable late fees to Member’s credit card on file. Member agrees that such authorization shall remain in effect for automatic annual renewals unless Member provides written notice of cancellation at least thirty (30) days prior to the renewal date. Member is responsible for maintaining current credit card information and ensuring sufficient credit availability for payment processing.
   • Membership Fee Disclosure and Scope. The annual membership fee structure and covered services will be clearly disclosed before the Agreement is executed. The Membership Fee covers ongoing access to individual health insurance advocacy services, claims support, and pre-Medicare planning throughout the membership year.
   • Health Insurance Plan Enrollment Rights. This Agreement does not restrict Member’s rights under ACA regulations to change plans during designated enrollment periods or special enrollment periods as established by HHS. Member agrees to maintain any individual health insurance plans enrolled through Zinn’s services for the duration of the plan year unless changing during allowable enrollment periods. Member acknowledges that early termination of individual health insurance plans outside of allowable periods may result in commission chargebacks that Member may be responsible for if directly caused by Member’s misrepresentation of information during enrollment.
   • Automatic Transition to Medicare Membership Upon Age 65. When Member reaches age 65 and becomes Medicare eligible, this Agreement automatically converts to commission-only Medicare membership services in compliance with federal law, which prohibits charging Medicare beneficiaries any fees for Medicare-related services. Upon Medicare eligibility: (a) All fee-based individual health insurance services under this Agreement cease immediately; (b) All future Medicare-related services will be provided on a commission-only basis at no cost to Member. Member agrees to notify Zinn of Medicare eligibility at least thirty (30) days prior to their 65th birthday or Medicare enrollment date to ensure a smooth transition and compliance with federal regulations.
4. Membership Term and Termination. This Agreement has a twelve (12) month initial term beginning on the Effective Date. The membership automatically renews for successive twelve (12) month periods unless terminated by either party. Member may terminate membership at any time with or without cause by providing thirty (30) days’ advance written notice to Zinn. Zinn may terminate membership by providing thirty (30) days’ advance written notice to Member, except in cases of breach where immediate termination may be appropriate. Upon termination of membership, Zinn will provide Member with copies of all relevant documents and will not interfere with Member’s individual health insurance coverage or ability to work with other agents.
5. Your Consumer Rights and Protections. You have the right to: (a) receive clear, accurate information about individual health insurance plans and options; (b) ask questions and receive timely responses throughout your membership year; (c) file complaints with appropriate regulatory authorities; (d) terminate membership at any time with written notice; (e) receive copies of all enrollment applications and related documents; (f) access all membership services throughout the membership year; and (g) contact Healthcare.gov for independent individual health insurance information. Zinn will not engage in high-pressure sales tactics and will respect your decision-making process throughout the membership relationship.
6. Limited Indemnification. Zinn agrees to indemnify Member only for direct damages arising from Zinn’s gross negligence or willful misconduct in performing the Membership Services, up to a maximum of $1,000 per incident, or the annual Membership Fee paid, whichever is greater. . Zinn shall have no indemnification obligation for: (a) your failure to follow written instructions or recommendations; (b) your provision of inaccurate or incomplete information; (c) changes in ACA regulations, or carrier requirements; (d) denial of coverage by Healthcare.gov, or insurance carriers; or (e) any indirect, consequential, or punitive damages.
7. Limitation of Liability. ZINN’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE ANNUAL MEMBERSHIP FEE PAID BY MEMBER, OR $1,000, WHICHEVER IS GREATER. IN NO EVENT SHALL ZINN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF COVERAGE, INCREASED PREMIUMS, OR MISSED ENROLLMENT OPPORTUNITIES. Any claim against Zinn must be brought within one (1) year after you knew or should have known of the facts giving rise to the claim.
8. Confidentiality. You acknowledge that Zinn may have access to your personal and health information in providing the Services. Zinn agrees to maintain the confidentiality of such information and use it only for providing Services to you or as required by law. You agree that all information about Zinn’s business operations, pricing, and methods constitutes Zinn’s confidential information and you will not disclose such information to third parties.
9. Privacy and Data Protection. Zinn will handle personal and health information received from Member in accordance with applicable privacy laws. Member consents to Zinn’s collection, use, and disclosure of healthcare information solely as necessary to provide the Membership Services described herein. Zinn’s privacy obligations are limited to those required by law, and Member acknowledges that Zinn is not a HIPAA, Insurance Portability and Accountability Act (HIPAA) “covered entity”, unless specifically designated as such by applicable regulation.
10. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by private overnight mail service (e.g., Federal Express) to the Party at the address set forth as follows:

 

                  If to Zinn, to:                    Zinn Insurance Agency, LLC

                                                            141 N. Loop 1604 East #105428

                                                            San Antonio, Texas 78232

 

                  With Copy to:                   Rosenblatt Law Firm, P.C.

                                                            Attn: James D. Rosenblatt

                                                            16731 Huebner Road

                                                            San Antonio, Texas 78248

 

              If to the Member:                  the address listed on the signature page

                                                                                                                       

                                                                                                                       

 

or to such other address as either Party may hereafter give notice of in accordance with the provisions hereof.  Notices shall be deemed given on the sooner of the date actually received or the third business day after sending.

11. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law principles. Any disputes arising from this Agreement must be resolved exclusively in the courts of San Antonio, Bexar County, Texas. You consent to the personal jurisdiction of such courts and waive any objection to venue.
12. Entire Agreement. This Agreement constitutes the entire agreement between you and Zinn. No oral representations or agreements shall be binding. This Agreement may only be modified in writing signed by Zinn.
13. Assignment. You may not assign your rights under this Agreement without Zinn’s written consent. Zinn may assign its rights and obligations under this Agreement at any time without your consent.
14. Force Majeure. Zinn shall not be liable for any delay or failure to perform Services where such delay or failure is due to causes beyond Zinn’s reasonable control, including but not limited to CMS system outages, carrier system failures, natural disasters, government actions, or other circumstances beyond Zinn’s control.
15. Binding Effect. This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.
16. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
17. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
18. In the event any provision or provisions of this Agreement are held to be invalid or unenforceable by any court of law or otherwise, the remaining provisions of this Agreement shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein.
19. Attorneys’ Fees. The prevailing Party in any action to enforce the terms of this Agreement shall be entitled to collect reasonable attorneys’ fees and costs of collection.
20. The provisions of this Agreement have been carefully negotiated and bargained for between the Parties hereto, and the fact that one Party may have taken the lead in drafting this Agreement shall not cause any supposed ambiguities or other defects in any provisions hereof to be construed against the drafting Party.
21. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver of any subsequent breach by either Party.  No waiver by either Party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
22. Dispute Resolution.
    • Informal Negotiations. Either Party may initiate dispute resolution by providing written notice to the other Party describing the dispute. The Parties shall have thirty (30) days from receipt of such notice to engage in good faith negotiations to resolve the dispute.
    • Mediation. If informal negotiations fail to resolve the dispute within the thirty (30) day period, either Party may demand non-binding mediation by providing written notice. The Parties shall mutually select a mediator within fifteen (15) days of the mediation demand, or if they cannot agree, each Party shall select one mediator, and those two mediators shall select a third. Mediation shall be completed within sixty (60) days of the mediation demand.
    • Litigation or Arbitration. If mediation is unsuccessful or not completed within the specified timeframe, either Party may pursue relief in a court of competent jurisdiction as set forth in Section 11, unless the Parties mutually agree in writing to binding arbitration. The costs of mediation shall be shared equally by the Parties, with each Party responsible for their own attorney’s fees during the mediation process.
23. Waiver of Trial by Jury. THE MEMBER AND ZINN AGREE ALL DISPUTES ARISING FROM OR RELATED TO THE AGREEMENT SHALL BE RESOLVED BEFORE A JUDGE, WITHOUT A JURY.