Terms of Service

These Terms of Service ("Terms") are a binding agreement between Claim Copilot, Inc., doing business as Pinetree Health ("Pinetree Health," "Pinetree," "we," "us," or "our"), and the healthcare provider, practice, facility, organization, or other business receiving Services from us ("Client," "you," or "your").

These Terms govern revenue cycle management and related administrative services that we perform for Client and any use of the pinetree.health website. The specific services, fees, service period, and other commercial terms will be stated in a service agreement, order form, statement of work, or similar document that references these Terms, each an "Order."

By signing an Order that references these Terms, authorizing us to begin Services, or using Services after receiving these Terms, Client agrees to them. If an Order, business associate agreement, data processing agreement, or other agreement signed by both parties conflicts with these Terms, the signed agreement controls for that conflict. A business associate agreement controls with respect to protected health information.

Each person accepting these Terms for Client represents that they are at least 18 years old and have authority to bind Client. Client represents that it is properly organized, licensed, enrolled, and authorized to provide and bill for the healthcare services covered by the applicable Order.

Pinetree Health provides professional revenue cycle management services. Depending on the Order, Services may include eligibility and benefit verification, charge entry, coding support, claim preparation and submission, payment posting, accounts-receivable follow-up, denial management, appeal support, patient statements and communications, reporting, credentialing support, and related administrative work. We perform only the Services stated in the applicable Order.

The Services are managed services, not a software product or software license. We may use personnel, workflow systems, automation, analytics, and qualified subcontractors to deliver the Services, subject to these Terms, the applicable Order, and any required business associate agreement.

Any material change to the scope, assumptions, dependencies, volume, or timing of Services must be documented in a written change order or revised Order accepted by both parties. Work outside the agreed scope may require additional fees and time.

Client appoints Pinetree as its limited, non-exclusive administrative agent solely to perform the Services described in the applicable Order. This authorization may include communicating with patients, payers, clearinghouses, electronic health record vendors, practice management vendors, financial institutions, and other authorized parties as reasonably necessary to perform the Services.

Pinetree may not provide clinical care, make medical-necessity determinations, alter clinical documentation, waive or compromise amounts, settle disputes, or bind Client to a contract unless Client expressly authorizes that action in writing. Client retains ownership and control of its accounts receivable and all final business, clinical, compliance, and reimbursement decisions.

Client will cooperate with Pinetree and provide timely access to the people, systems, credentials, records, policies, payer information, and other materials reasonably needed to perform the Services. Client is responsible for the completeness, accuracy, legality, and timeliness of all information and instructions it supplies.

• Maintain all professional licenses, certifications, enrollments, provider identifiers, payer agreements, authorizations, consents, notices, and permits required for its operations and billing.
• Create and maintain complete, accurate, signed, and timely clinical and billing documentation supporting every service, diagnosis, procedure, supply, modifier, and claim.
• Determine medical necessity, services rendered, responsible provider, place and date of service, and other clinical facts that Pinetree is not qualified or authorized to determine.
• Respond promptly to documentation questions, coding queries, payer requests, audit requests, patient issues, and approval requests.
• Review reports and material issues we identify and promptly notify us of errors, unauthorized activity, changed payer rules, refunds, recoupments, complaints, or investigations affecting the Services.
• Maintain independent copies of medical, billing, financial, and compliance records required for patient care, audits, appeals, legal obligations, and business continuity.

Delays, errors, or additional work caused by incomplete, inaccurate, late, inaccessible, or inconsistent Client information may affect performance and may result in additional fees if permitted by the Order.

Each party will comply with applicable federal and state healthcare, billing, privacy, fraud and abuse, consumer protection, and payer requirements. This includes, as applicable, the federal False Claims Act, Civil Monetary Penalties Law, Anti-Kickback Statute, Stark Law, HIPAA, Medicare and Medicaid requirements, commercial payer rules, coding standards, and timely refund or overpayment obligations.

Pinetree will prepare and process claims in a manner intended to accurately reflect Client's documentation and instructions. We will not knowingly upcode, unbundle, falsify documentation, misstate services, submit a claim that lacks reasonable documentation support, or take another action intended to obtain payment that is not lawfully due. We may pause, reject, correct, or return a claim and request clarification when documentation is missing, inconsistent, or reasonably appears noncompliant.

Client retains ultimate responsibility for the services it provides and the accuracy and legal sufficiency of its records, coding decisions, claims, attestations, and submissions. Pinetree's review, edits, suggestions, reports, or submission of a claim do not transfer that responsibility or constitute a clinical or legal determination.

Client is responsible for deciding whether an identified payment is an overpayment and for reporting, refunding, or otherwise resolving overpayments within applicable deadlines. Pinetree may provide administrative support if included in the Order but does not make Client's legal determination.

Payer coverage, eligibility responses, prior authorization, claim acceptance, reimbursement, denial, appeal, audit, recoupment, and timing decisions are controlled by third parties. Pinetree does not control and is not responsible for payer systems, rules, outages, response times, policy changes, or decisions.

If patient communications, statements, or collection support are included in the Order, Pinetree will act under Client's instructions and approved policies. Client is responsible for approving patient-facing language, financial assistance policies, refund and write-off rules, collection parameters, and any consent or notice required for telephone, text, email, or other communications. Each party will comply with the laws that apply to its activities.

Pinetree is not responsible for the acts, omissions, availability, security, or accuracy of Client systems, payers, clearinghouses, banks, electronic health record systems, practice management systems, patient portals, telecommunications providers, or other third-party services. Client's use of those services remains subject to the applicable third-party terms.

Pinetree will perform the Services professionally and with reasonable care, but we do not guarantee any reimbursement amount, collection rate, clean-claim rate, denial rate, appeal result, processing time, patient payment, payer acceptance, revenue increase, cost reduction, or other financial or operational outcome. Results depend on many factors outside our control, including Client documentation, payer rules, patient circumstances, market conditions, and third-party systems.

Client authorizes Pinetree to access Client-designated systems and accounts only as necessary to perform the Services. Client will provide lawful access and appropriate permissions and will not provide access that violates another agreement or exceeds Client's authority.

Each party will use reasonable access controls, unique user accounts where available, least-privilege permissions, and appropriate credential safeguards. Client will promptly remove unnecessary access and notify Pinetree of personnel changes, suspected compromise, revoked authority, or access restrictions. Pinetree may suspend affected access while a security or authorization concern is investigated.

Business associate agreement required

When Pinetree creates, receives, maintains, or transmits protected health information ("PHI") on Client's behalf and is acting as a business associate under HIPAA, the parties must execute a business associate agreement ("BAA") before Pinetree receives PHI. These Terms are not a substitute for a BAA. The BAA controls if it conflicts with these Terms regarding PHI.

Permitted use and safeguards

Pinetree will use and disclose PHI only as permitted by the BAA, the applicable Order, Client's lawful instructions, and applicable law. Pinetree will apply appropriate safeguards to electronic PHI, report impermissible uses, disclosures, security incidents, and breaches as required by the BAA and law, and require subcontractors with access to PHI to accept applicable HIPAA restrictions and safeguards.

Access and cooperation

Pinetree will make PHI and relevant records available as required by the BAA so Client can meet applicable access, amendment, accounting, audit, and regulatory obligations. Pinetree will not deny Client access to PHI maintained on Client's behalf solely to resolve a fee or contract dispute.

Return and destruction

At termination, Pinetree will return or destroy PHI as required by the BAA where feasible. If return or destruction is not feasible or law requires retention, Pinetree will retain only the PHI necessary for the reason preventing return or destruction, continue applicable safeguards, limit further use and disclosure to that reason, and return or destroy the PHI when it is no longer needed.

"Client Data" means records, PHI, personal information, credentials, claims, remittances, reports, files, instructions, and other information Client or its authorized parties provide to Pinetree or that Pinetree creates or receives for Client while performing the Services.

As between the parties, Client retains its rights in Client Data. Client grants Pinetree a limited, non-exclusive right to host, access, copy, transmit, organize, modify, and otherwise process Client Data only as necessary to perform, secure, administer, and support the Services, comply with law, and enforce the parties' agreements.

Pinetree will not sell Client Data or PHI, use PHI for advertising, or use Client Data to train a general-purpose machine-learning model without Client's express written authorization. Pinetree may use information that has been de-identified in accordance with applicable law and the BAA for lawful analytics, security, quality improvement, and service improvement and will not attempt to re-identify it.

Identification and designation

"Confidential Information" means nonpublic business, operational, clinical, patient, technical, security, financial, payer, or other information disclosed in any form that is marked or identified as confidential, is identified as confidential at or promptly after disclosure, or should reasonably be understood as confidential from its nature or the circumstances. Client Data and PHI are Client Confidential Information. Pinetree's nonpublic methods, pricing, processes, security information, business plans, and materials are Pinetree Confidential Information.

Permitted use and access

The receiving party will use Confidential Information only to perform obligations or exercise rights under the parties' agreements. It will protect Confidential Information using at least reasonable care and no less than the care it uses for its own information of similar sensitivity. Access is limited to personnel, affiliates, subcontractors, and professional advisers who need to know the information for that purpose and are bound by confidentiality obligations at least as protective as these Terms. The receiving party remains responsible for their compliance.

Retention period

Each party will identify the retention period for Confidential Information through the applicable Order, BAA, documented retention schedule, Client instruction, or legal requirement. A receiving party may retain Confidential Information only for that period and only for as long as reasonably necessary for the authorized purpose. If multiple periods apply, the legally required or expressly agreed period controls.

Return and secure destruction

When the applicable retention period ends, the information is no longer needed, the disclosing party makes a reasonable written request, or the applicable Order terminates, the receiving party will return or securely delete or destroy the Confidential Information without undue delay, unless continued retention is required by law or an applicable written agreement. Destruction will use a method appropriate to the information's sensitivity and the storage medium.

Confidential Information retained in routine backups, legal archives, audit records, security records, or disaster-recovery systems may remain until deleted under the applicable documented retention schedule. Until deletion, it will remain protected, isolated from ordinary use where reasonably practicable, and used only for the reason requiring retention. Upon reasonable written request, the receiving party will confirm completion of return or destruction in writing.

Exclusions and required disclosures

Confidential Information does not include information that becomes public without breach, was already lawfully known without restriction, is lawfully received from a third party without a confidentiality duty, or is independently developed without use of the Confidential Information. A receiving party may disclose Confidential Information when legally required, but where legally permitted it will provide reasonable advance notice, assist with protective measures, and disclose only the portion required.

Duration

These confidentiality obligations continue during the service relationship and after termination for as long as the information remains Confidential Information. Trade secrets remain protected for as long as they qualify as trade secrets, PHI remains protected as required by the BAA and law, and retained copies remain protected until securely returned, deleted, or destroyed.

Client remains the official custodian of its medical and business records. Pinetree will retain Client Data only for the period specified in the Order, BAA, documented retention schedule, Client's written instructions, or applicable law. The parties will document material retention requirements before or during onboarding and update them when requirements change.

Pinetree may maintain service records, claim-submission records, remittance records, communications, audit trails, invoices, and compliance records as required to perform the Services, support audits and disputes, demonstrate compliance, and meet legal obligations. Records retained after Services end remain subject to applicable confidentiality, privacy, and security requirements and will be securely disposed of when the retention period ends.

Client will not rely on Pinetree as its sole medical-record repository, legal archive, or disaster-recovery system. Client must preserve independent records for the periods required by payer contracts, professional standards, and applicable law.

Each party will maintain administrative, technical, and physical safeguards appropriate to the sensitivity of information it handles and its role in the Services. Pinetree's safeguards are designed to protect the confidentiality, integrity, and availability of Client Data, including electronic PHI where applicable. No security measure eliminates all risk.

Pinetree will notify Client of a confirmed security incident affecting Client Data without unreasonable delay and as required by the BAA and applicable law. Client will promptly notify Pinetree of compromised credentials, unauthorized access, suspicious activity, or an incident in Client's environment that may affect the Services. The parties will reasonably cooperate in investigation, containment, remediation, required notices, and documentation.

Pinetree may use qualified employees and subcontractors to perform the Services. Pinetree will remain responsible for their performance to the extent stated in these Terms and will require appropriate confidentiality, privacy, security, and HIPAA obligations when they access Client Data or PHI.

Unless an Order requires named personnel, Pinetree may determine staffing, scheduling, methods, and work location. Personnel changes do not reduce Pinetree's obligations under the applicable Order.

Client will pay the fees, expenses, minimums, pass-through costs, and other amounts stated in the applicable Order. The Order will define any fixed fee, per-claim fee, hourly fee, percentage-based fee, implementation fee, or other pricing method and any calculation rules. No fee is intended to purchase referrals, induce healthcare business, or reward unlawful billing.

Invoices are due within the period stated in the Order. Client must give written notice of a good-faith invoice dispute within the stated dispute period and timely pay all undisputed amounts. Late amounts may accrue the lesser of the rate stated in the Order or the maximum rate permitted by law. Pinetree may suspend noncritical Services for undisputed overdue amounts after reasonable notice, but will not withhold Client access to PHI in violation of HIPAA or the BAA.

Fees exclude sales, use, excise, value-added, and similar transaction taxes. Client is responsible for taxes arising from the Services other than taxes based on Pinetree's net income. Each party is responsible for its own payroll, employment, and income taxes.

Pinetree may conduct reasonable pre-submission and post-submission quality reviews and may report recurring documentation, coding, denial, or workflow issues to Client. Client will designate qualified contacts who can resolve clinical, coding, compliance, payer, and operational questions.

Subject to confidentiality and security safeguards, each party will reasonably cooperate with lawful payer, regulator, and government audits relating to its performance. Any audit of Pinetree by Client must be reasonably scoped, scheduled in advance, avoid disclosure of other clients' information, and not unreasonably disrupt operations. Responsibility for audit costs, responses, and remediation will be allocated under the Order or based on the party responsible for the issue.

Each party retains ownership of the technology, templates, processes, policies, know-how, materials, trademarks, and intellectual property it owned or developed independently of the Services. Client retains its rights in Client Data, clinical materials, patient materials, and Client-specific policies.

Unless an Order states otherwise, Pinetree retains ownership of its general methods, workflows, templates, training materials, analytical methods, and improvements, including knowledge developed while providing Services that does not disclose Client Confidential Information. After payment, Client may use Client-specific reports and deliverables internally for its healthcare operations. No software license is granted under these Terms.

Neither party may use the other party's name, logo, trademarks, patient stories, or endorsement in publicity without prior written consent, except as required by law.

Pinetree provides administrative revenue cycle services. We are not a healthcare provider, payer, law firm, accounting firm, or financial adviser, and the Services are not medical, clinical, legal, tax, or accounting advice. Client must use qualified professionals for decisions requiring those judgments.

Pinetree does not control Client's clinical care, documentation, compliance program, payer enrollment, contracting, pricing, collection policies, refunds, or patient relationships. Recommendations are based on the information available and must be evaluated by Client before implementation.

These Terms begin when Client first accepts them and continue while any Order remains active. Each Order begins, renews, and may be terminated as stated in that Order. An Order renews automatically only if it expressly says so.

Either party may terminate an Order for a material breach that remains uncured after the cure period stated in the Order or, if none is stated, 30 days after written notice. A party may terminate immediately if the other party commits fraud or willful misconduct, loses required authority or licensure, becomes insolvent, creates a material legal or security risk, or materially violates applicable healthcare or privacy law. A covered entity may terminate a BAA as provided in the BAA.

Pinetree may suspend affected Services when reasonably necessary to prevent unlawful billing, unauthorized access, patient harm, security risk, or material harm to a payer, Client, Pinetree, or another party. When practical, we will give notice and a reasonable opportunity to address the issue.

Upon termination, Client will pay amounts accrued through the termination date. Pinetree will reasonably cooperate with an orderly transition at the rates stated in the Order or, if none are stated, our then-current rates. Client Data, PHI, and Confidential Information will be returned, retained, or securely destroyed under the applicable Order, BAA, documented retention schedule, and the confidentiality provisions of these Terms.

EXCEPT FOR EXPRESS COMMITMENTS IN A SIGNED ORDER, THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PINETREE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PINETREE DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY ERROR OR DENIAL WILL BE IDENTIFIED OR CORRECTED, OR THAT ANY CLAIM WILL BE PAID. THESE DISCLAIMERS DO NOT LIMIT AN EXPRESS OBLIGATION IN A SIGNED ORDER OR BAA AND DO NOT APPLY WHERE PROHIBITED BY LAW.

Client will defend, indemnify, and hold harmless Pinetree and its affiliates, officers, directors, employees, and contractors from third-party claims, government demands, losses, penalties, recoupments, liabilities, and reasonable legal fees arising from Client's healthcare services, clinical decisions, deficient or inaccurate documentation, unlawful instructions, Client Data supplied by Client, Client's breach of these Terms, or Client's violation of law or third-party rights, except to the extent caused by Pinetree's breach, negligence, willful misconduct, or unlawful conduct.

Pinetree will defend and indemnify Client from third-party claims to the extent directly caused by Pinetree's gross negligence, willful misconduct, material breach of confidentiality, or knowing submission of a false claim contrary to Client's accurate documentation and instructions. Obligations involving PHI, privacy, security incidents, or breaches are also subject to the applicable BAA and law.

The indemnified party must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, subject to the indemnified party's right to participate with its own counsel. No settlement may admit fault by, impose an obligation on, or fail to fully release the indemnified party without its written consent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO AN ORDER WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THAT ORDER DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The exclusions and cap do not apply to payment obligations, fraud, willful misconduct, gross negligence where liability cannot lawfully be limited, infringement or misappropriation of the other party's intellectual property, breach of confidentiality, indemnification obligations, or liability that applicable law prohibits the parties from limiting. Liability involving PHI may be further addressed in the BAA.

Before filing a lawsuit, a party will provide written notice describing the dispute, and authorized representatives will attempt in good faith to resolve it for at least 30 days. Either party may seek immediate injunctive or protective relief for confidentiality, privacy, security, intellectual property, or unauthorized system access concerns.

These Terms and each Order are governed by California law, without regard to conflict-of-law rules. Any dispute not resolved informally will be brought exclusively in the state courts located in Santa Clara County, California, or the federal courts serving that county. Each party consents to personal jurisdiction and venue in those courts.

We may update these Terms by posting a revised version and changing the Last Updated date. We will provide reasonable advance notice of a material change when required by law or when the change materially affects an active Order. A change will not amend a signed Order or BAA unless the parties agree in writing or that agreement expressly permits the change.

Independent contractors

The parties are independent contractors. Except for the limited administrative agency expressly stated in these Terms or an Order, neither party may bind the other. These Terms do not create a partnership, joint venture, employment relationship, fiduciary relationship, or referral arrangement.

Assignment

Neither party may assign an Order without the other party's prior written consent, except to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee can perform the obligations and the assignment does not reduce privacy or security protections. Any prohibited assignment is void.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including disasters, epidemics, labor disputes, war, government action, utility or internet failures, cyberattacks, payer or clearinghouse outages, or third-party system failures. The affected party will use reasonable efforts to reduce the impact. This provision does not excuse payment obligations or confidentiality, privacy, and security duties.

Entire agreement and order of precedence

These Terms, each Order, the BAA, and other agreements incorporated by reference form the complete agreement regarding the Services and replace prior proposals, discussions, and understandings on that subject. Unless a signed document expressly states otherwise, the order of precedence is: BAA for PHI matters, data processing agreement for covered personal data matters, Order for commercial and service matters, and these Terms for all remaining matters.

Severability, waiver, and interpretation

If a provision is unenforceable, it will be modified only as necessary to make it enforceable, and the remaining provisions remain effective. A waiver must be in writing and applies only to the stated instance. Headings are for convenience. The words including and includes mean including without limitation. These Terms will not be construed against either party as drafter.

Notices and electronic signatures

The parties may sign Orders and related agreements electronically and in counterparts. Formal notices must be sent using the method and address stated in the applicable Order. Operational communications may be sent electronically to the designated contacts.

Survival and no third-party beneficiaries

Payment, compliance, records, ownership, confidentiality, data protection, warranty disclaimers, indemnification, liability limitations, dispute, and general provisions survive to the extent necessary to give them effect. These Terms benefit only the parties and permitted successors and do not create rights for another person, except as expressly required by law or a BAA.

The pinetree.health website provides general information about Pinetree Health and its services. Website content is not medical, legal, coding, reimbursement, tax, or other professional advice and is not an offer or guarantee. You may not interfere with the website, attempt unauthorized access, introduce malicious code, scrape it unlawfully, or misuse Pinetree's intellectual property.

Questions about these Terms or the Services may be sent to hello@pinetree.health.

Claim Copilot, Inc., doing business as Pinetree Health.