Pinnacle Care International, LLC (“PinnacleCare”) will make available to you the services set forth in the Schedule of Services (the “Services”) attached as Exhibit A, subject to the terms and conditions set forth in this Terms and Conditions Agreement (the “Agreement”). By accepting Services from PinnacleCare, you are giving permission for PinnacleCare to use the email and/or mailing address you provided to communicate with you about personal health information.
This Agreement shall remain in force during any period you are entitled to receive Services. Either party may terminate this Agreement upon 30 days’ advance written notice to the other party.
3. Confidentiality of Information.
PinnacleCare’s policies regarding its handling and protection of confidential information are set forth in its Notice of Privacy Practices, a copy of which can be found at https://www.pinnaclecare.com/legal/member_privacy/. Pinnaclecare shall comply with applicable privacy laws and maintain administrative, physical and technical safeguards to protect the security and confidentiality of the information provided to it.
4. Disclosure of Information.
Your signature on this Agreement shall serve as your consent and authorization for PinnacleCare to disclose the information you provide to it and the information it collects about you to: (a) service providers as needed to provide the Services to you; and (b) the case management provider for your health plan, and to disclose that information and any work product created by the service provider to Sun Life Assurance Company of Canada or Sun Life and Health Insurance Company (U.S.) if your employer has Stop Loss insurance with either company.
(a) PinnacleCare is not (i) an insurance broker, insurance underwriter, insurer, reinsurer, reinsurance intermediary, payor, health maintenance organization or other managed care company, health or employee benefit plan, or third-party administrator, fiduciary or plan administrator, or (ii) a provider of health care, or (iii) an agent or representative of (or otherwise acting on behalf of) any of the foregoing.
In addition, no person or entity who provides health care to you in connection with, or as a result of, this Agreement, nor any other provider of products, services or treatment to you, is an agent or representative, or is otherwise acting on PinnacleCare’s behalf.
(b) You are responsible for providing PinnacleCare with full clinical information and medical history about you. All medical and other information must be provided to PinnacleCare in the English language In no event will PinnacleCare have any liability, obligation or responsibility to translate any medical or other information. PinnacleCare will be entitled to rely upon, and assume the accuracy and completeness of, all medical and other information which you, your personal or family physician or specialist, or any other person or entity, provides to PinnacleCare. PinnacleCare’s ability to provide the Services to you depends upon the accuracy and completeness of all such information.
(c) In no event will PinnacleCare have any liability, obligation or responsibility (or otherwise be considered) to provide any diagnosis of, or diagnosis related to, your medical conditions or illnesses, or to provide any related treatment. All such diagnoses and treatment shall be the sole responsibility of the physicians or other health care providers which you may select from time to time.
(d) PinnacleCare will not be liable, obligated or responsible for (i) the availability, quantity, quality or results of any products, services or treatment received by you, or for any failure to obtain products, services or treatment, (ii) any negligence, error or omission, or malpractice, or any other action or inaction, of any person or entity providing products, services or treatment to you, and/or (iii) payment or collection of any charges, claims, bills, fees, costs, expenses or any other amounts incurred by or on behalf of any person in connection with any products services or treatment (all of which are your sole responsibility).
(e) PINNACLECARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANY OF THE PRODUCTS, SERVICES OR TREATMENT PROVIDED TO YOU IN CONNECTION WITH THE SERVICES, AND ALL SUCH PRODUCTS, SERVICES AND TREATMENT ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, PINNACLECARE HEREBY SPECIFICALLY DISCLAIM ALL EXPRESS, STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY OTHER WARRANTY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR USAGE OF TRADE OR COURSE OF CONDUCT OR OTHERWISE.
(f) PINNACLECARE WILL NOT BE LIABLE, OBLIGATED OR RESPONSIBLE TO THE YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, COST OF CAPITAL, AND OTHER LOSS, REGARDLESS OF WHETHER PINNACLECARE KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES. IF ANY OF THE SERVICES DO NOT CONFORM TO THE STANDARDS OF PERFORMANCE, IF ANY, SET FORTH IN THIS AGREEMENT, PINNACLECARE’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO REPERFORMANCE OF SUCH NONCONFORMING SERVICES AT NO ADDITIONAL COST TO YOU. IN NO EVENT WILL PINNACLECARE’S LIABILITY TO YOU OR ANY OTHER PERSON, REGARDLESS OF FORM OR THE NUMBER OF ACTIONS, EXCEED THE AMOUNT RECEIVED BY PINNACLECARE FOR THE SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT.
(g) PinnacleCare will not be liable, obligated or responsible for any cessation, interruption or delay in the provision or procurement of any Services due to causes beyond its reasonable control such as, without limitation, fire, flood, earthquake or other natural disaster, act of God, war or armed conflict (whether or not officially declared), strikes, labor difficulties, riot, civil disturbance, accident, disruption of the public markets or the failure of any supply, transportation, telecommunications, power or other essential commodities or services.
(h) The relationship between PinnacleCare and you is not a joint venture, association, partnership, agency or similar relationship (each, a “Partnering Relationship”), and no liabilities, obligations or responsibilities will be imposed on you or on PinnacleCare based upon a Partnering Relationship.
(i) You agree to indemnify and hold harmless PinnacleCare, its employees, agents, officers, directors, stockholders, partners, members, affiliates, successors and assigns, from and against any and all payment obligations resulting from actions, suits, proceedings, investigations, demands, claims, judgments, liabilities, obligations, liens, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) based upon, resulting from, arising out of, or in any way relating to (i) any breach by you of any of this Agreement, and/or (ii) PinnacleCare’s provision or procurement of any of the Services hereunder, except to the extent such Losses are directly attributable to PinnacleCare’s gross negligence or willful misconduct.
6. Ownership Rights.
All trademarks, trade names, copyrighted material and any other intellectual property rights of PinnacleCare will remain, at all times, the exclusive property of PinnacleCare, and you must not appropriate or use such property without PinnacleCare’s prior written consent.
(a) You may not assign or delegate any of your rights to receive Services or duties under this Agreement, directly or indirectly, to any person or entity without PinnacleCare’s prior written consent, and any act in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding upon, and will inure to the benefit of, PinnacleCare and you, and the parties’ respective successors and assigns. Nothing contained in this Agreement (or other rights, if any, which you may have to receive Services) shall be deemed to confer any rights or benefits upon any third parties.
(b) The failure of PinnacleCare to enforce, at any time, any of the provisions, conditions or requirements of this Agreement, or the failure to require, at any time, performance by you of any of the provisions of this Agreement will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of PinnacleCare to enforce each and every such provision thereafter. Any and all waivers by PinnacleCare of any provision, condition or requirement of this Agreement shall only be effective against PinnacleCare if such waiver is in writing signed by an authorized officer of PinnacleCare, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
(c) This Agreement constitute the entire agreement between PinnacleCare you and with respect to the Services, and supersede all previous and contemporaneous agreements and understandings, whether oral or written, with respect to the Services. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be deemed modified with retroactive effect to render such provision valid and enforceable to the maximum extent permissible so as to effect the parties’ intent, and the remainder of the Agreement will continue in full force and effect.
(d) The laws of the State of Maryland, irrespective of its choice of law principles, govern this Agreement.
(e) All notices, communications and inquiries by you to us regarding this Agreement must be made in writing and addressed as follows, and will be effective (i) when delivered by hand, (ii) one day after delivery by overnight delivery, or (iii) four days after being mailed by certified or registered mail, return receipt requested, with postage prepaid: PinnacleCare, LLC, 250 West Pratt Street, Suite 1100, Baltimore, Maryland 21201
(f) Communications and inquires by us to you regarding this Agreement may be made in writing and addressed to you and will be effective (i) when delivered by hand, (ii) one day after delivery by overnight delivery, or (iii) four days after being mailed by certified or registered mail, return receipt requested, with postage prepaid.
SCHEDULE OF SERVICES
If you are diagnosed with a Serious Health Issue, as determined by PinnacleCare, PinnacleCare may provide the following services to you:
Advisory Support Services which include, but are not limited to, medical record collection, review and transfer; medical research report; physician referral report; decision support; appointment facilitation; and virtual consultation;
Case Review Services which include, but are not limited to, PinnacleCare gathering information pertinent to the applicable diagnosis, including medical record collection, if necessary, and a review of the information to determine if additional treatment options should be considered;
Benefits Navigation Services which include, but are not limited to, education on the benefits available to you (as represented to PinnacleCare by you and/or your benefit provider), as well as how and when to access such benefits.
If PinnacleCare determines that your condition is not a Serious Health Issue, PinnacleCare will inform you of other available options outside of PinnacleCare which may include:
- Education by telephone on options for your condition or situation.
- Providing information on helpful websites and books.