Sagely Health, LLC Client Terms


For the purposes of these Terms, the patient or client will be referred to as the “Client” and Sagely Health, LLC., a Delaware corporation, will be referred to as “Sagely Health”, while entities with which Sagely Health contacts on behalf of Clients will be referred to as the “Parties”.

Services

Sagely Health will support the Client and the Client’s physicians and other healthcare providers identified by the Client (the Client’s “Medical Team”) by performing the services selected on an individual basis (the “Services”).

Term and Termination

To retain Services from Sagely Health, an agreement shall be signed and commence on the Effective Date and shall expire at the completion of the Services Any additional services shall be provided pursuant to the Term and will be determined at that time.

An Agreement may be terminated up to 48 hours prior to the commencement of Services selected. Once a particular Service has been initiated, the Services Fees for that portion of the Service is then non-refundable.

Sagely Health cannot, and does not, guarantee any timeframe for the completion of their Services.

Fees and Payment Terms

The Client acknowledges that Sagely Health will commence Services only upon receipt of a fee retainer for Services (the “Services Fees”) and execution of all necessary authorizations. Fees may be covered by the Client or another party (“Benefactor”) on the Client’s behalf as a gift.

The Client agrees that he/she is solely responsible for payment of all other fees, costs and expenses associated services, tests and protocols the Client and his/her Medical Team may choose to incur based on the information provided to the Client and her/her Medical Team (the “Testing”).

Laboratory services, whether from a standard commercial diagnostic laboratory or research laboratory, may be ordered only by the Client’s physician and shall be paid for directly by the Client or the Client’s health insurance carrier.

Client Representations

The Client expressly understands that the Service Fees may not be covered by health insurance. In addition, the Testing and/or implementation of any identified Therapy may not be covered by insurance, and the Client has not relied on any Sagely Health representations concerning the same. It is the Client’s sole responsibility to seek reimbursement for costs and expenses.

The Client understands that Sagely Health is providing Client’s Medical Team solely with scientific research information and agrees that Sagely Health is not engaged in the practice of medicine under any theory of law. Information provided by Sagely Health is not intended to replace the advice of the client’s physician.

Sagely Health will adhere to a Privacy Policy that is listed separately. The Client understands that Sagely Health can make disclosures to others at the direction of the Client or in service of the Client. Sagely Health will utilize standard practice to share all written or verbal communication with the Client by including the Client directly on disclosures. However, the Client recognizes that at times, communication without including the Client is more appropriate (e.g. protection of sensitive email addresses, financial arrangements for setting up studies that may involve the Client’s participation) and in these cases, the Client will not be included in the disclosure, but may request a summary of such disclosures up to 6 years from the date of disclosure.

The Client agrees that all information and data generated by Sagely Health through provision of the Services are confidential and may be used and distributed by the Client and the Client’s Medical Team solely for the development of potential treatment strategies for the Client and may not be used for any other purpose.

The Client acknowledges that the information provided to the Client or Client’s Medical Team, including information relating to clinical trials, may be experimental and any treatment decisions based upon experimental data and information will be made solely by the Client and/or the Client’s Medical Team.

The Client understands that health-related information changes frequently and therefore information identified or otherwise provided by Sagely Health to the Client or Client’s Medical Team may become outdated, incomplete or incorrect during the Term. The Client further agrees that Sagely Health may in its sole discretion determine not to disclose all information that is given to Sagely Health as part of the information it provides to Client and the Client’s Medical Team.

To facilitate communication between Sagely Health and the Client’s Medical Team, and to permit Sagely Health to provide the Client’s information to researchers, many of whom are covered by HIPAA, the Client agrees to execute a HIPAA Notice of Privacy Practices and the PHI Disclosure Authorization Form with all Health Care Facilities that consult with or treat the Client in matters relevant to the Services provided by Sagely Health.

Sagely Health Representations

Sagely Health will consult with experts to provide possible treatment strategies that it will discuss with Client and Client’s Medical Team. Because Sagely Health utilizes the ideas of numerous experts in developing these treatment strategies the Client agrees that Sagely Health may in its sole discretion determine not disclose all information that is given to Sagely Health as part of the information it provides to Client and the Client’s Medical Team.

Sagely Health retains the sole right to make the final determination, after consultation with the Client and the Client’s Medical Team, regarding the appropriate course and scope of Services, including research, expert engagement and possible subsequent clinical trial research pursuant to an Addendum, as applicable.

Intellectual Property

Subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and subsequent related federal and state statutes and regulations, the Client agrees that Sagely Health exclusively owns all rights, title and interest in and to any and all information, data, databases, knowledge bases, intellectual property and results that are produced or developed by Sagely Health during the course of providing Services to the Client, including but not limited to, all general skills, knowledge, outcomes, data, experience, strategies, processes, methods, models, algorithms and software used to generate information for clients, including the Client, and all intellectual property rights Sagely Health may have in connection therewith.

The Client expressly grants to Sagely Health an unconditional and perpetual right and license to use the results derived from providing Services and diagnostic analyses (including without limitation all reports on tumor tissue analysis) in de-identified form in the creation, development and use of the Sagely Health knowledge base, including, but not limited to, referencing the knowledge base in developing and providing information to other Sagely Health clients, physicians, researchers, and/or industry participants (including diagnostic and drug development companies).

Limitation of Liability

Sagely Health does not warrant, guarantee or accept liability: (i) for the comprehensiveness or accuracy of the information Sagely Health provides to the Client or the Client’s Medical Team; (ii) that the information Sagely Health provides to the Client or the Client’s Medical Team can be implemented in the Client’s treatment; or (iii) that such information, if implemented, will facilitate or improve the Client’s healthcare or condition.

Sagely Health makes no warranties whatsoever, express or implied, regarding the accuracy, completeness, timeliness, or usefulness of any information generated through its Services.

Sagely Health does not guarantee or warrant the availability of or access to either diagnostics (including any tests, analyses or other diagnostic or evaluative work) or therapeutics (including standard therapies, therapies approved in other cancer types, clinical studies or therapies at specific cancer centers) that it may identify in providing Service to the Client.

Sagely Health does not guarantee or warrant the results of any tests, analyses or other diagnostic or evaluative work performed and/or provided by third parties as a result of its Services or additional services, including any clinical trials in which the Client may subsequently be enrolled.

The Client expressly releases Sagely Health from any liability under law or in equity for the treatment decisions made or not made by the Client or the Client’s Medical Team and actions taken or not taken following Sagely Health’s Services, whether the Client or Client’s Medical Team relies on the Services or not. Nor is Sagely Health liable for the acts or omissions of third parties with whom it contracts or whom it otherwise engages with in connection with its activities or Services as set forth herein.

Sagely Health is not liable or responsible for depletion of tumor tissue for Testing or for any charges or consequences resulting from additional procedures performed to acquire additional tumor tissue.

SAGELY HEALTH SHALL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER THE AGREEMENTS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER CLAIMS BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE FORESEEABLE, WHETHER THEY ARE BROUGHT UNDER TORT, NEGLIGENCE, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER ANY REMEDY UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SAGELY HEALTH’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES UNDER OR IN CONNECTION WITH THE AGREEMENTS EXCEED THE AMOUNT PAID TO SAGELY HEALTH BY CLIENT DURING THE TWELVE MONTHS PRECEDING THE EVENT OF DEFAULT OR BREACH, REGARDLESS OF WHETHER CLAIMS ARE BROUGHT UNDER TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY.

The Client shall indemnify, defend and hold harmless Sagely Health, its directors, officers, employees, counsel, agents and consultants from any liabilities, damages or claims, including costs and attorney fees, arising out of Client’s or Client’s Medical Team’s use of any and all information generated through any and all Services, related activities or Sagely Health’s provision of its Services to the Client or the Client’s Medical Team.

Miscellaneous

The Client authorizes Sagely Health to contact Client’s Medical Team on an ongoing basis during the Term and after the completion of the Services for the purpose of monitoring the Client’s medical progress. If necessary, Client will inform their Medical Team that Sagely Health should be provided access to this medical information.

If any provision of the Terms is or becomes void in whole or in part for any reason, the remaining provisions shall remain in full force and effect.

Once agreed upon, the Terms may not be altered or amended without the express written consent of the Client and an authorized Sagely Health representative.

The Terms shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, and shall be binding on the Client’s heirs, assigns, agents, representatives and estate.

The Client acknowledges that he/she has not relied on any warranties, representations or other statements or promises – implicit or express – other than the terms stated here.

The Client agrees to execute any and all additional documents as shall be necessary.

In the event of a dispute arising out of or in connection with Services provided by Sagely Health to the Client, the Agreement, or any terms and conditions upon which the Parties have agreed in connection with Sagely Health's Services, which dispute cannot be amicably settled, such dispute shall be finally resolved by arbitration by one mutually agreed upon arbitrator. The arbitration shall be held in Massachusetts and pursuant to the laws of the Commonwealth of Massachusetts. The award entered by the arbitrators shall be final and binding upon the Parties hereto.