Tridiuum ONE User Agreement  

1. BINDING EFFECT

 This Tridiuum One User Agreement (“Agreement”) sets forth the terms and conditions pursuant to which Tridium Inc. (“Tridiuum”) will provide you (“you,” or “your”) with access to and use of the Tridiuum One behavioral health outcomes software product (the “Software”) as described and made available on Tridiuum’s website located at https://tridiuum1.com, https://polestarapp.com, https://tridiuum.com (including any successor website) (the “Website”). You and Tridiuum shall be known collectively as the “Parties” and singularly as a “Party”. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent, warrant, and covenant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity. Any reference to the singular in the Agreement includes the plural and vice versa and reference to a gender includes the other gender unless the context requires otherwise. Any reference to a “person” in the Agreement includes any individual, firm, unincorporated association or body corporate. 

 You manifest your consent to this Agreement by any act demonstrating your assent thereto, including clicking any button containing the words “I agree”, “Start my free trial”, “Join my team”, “Create my account” or similar syntax, by accessing the Website, by establishing an account, or using the Software, whether you have read these terms or not. On clicking any such button, you agree to this Agreement. You agree to abide by the Agreement, as they may be amended by Tridiuum from time to time in its sole discretion. Tridiuum will post a notice on the Website any time Agreement has been changed or otherwise updated. It is your responsibility to review the Agreement periodically, and if at any time you find the Agreement is unacceptable, you must immediately cease all use thereof of the Software.

 BY USING THE SOFTWARE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE ABLE TO ENTER INTO THIS AGREEMENT.

2. TERMS OF SERVICE, PRIVACY POLICY and BUSINESS ASSOCIATE AGREEMENT

 The Terms and Conditions of Tridiuum’s Business Associate Agreement, Terms of Service and Privacy Policy are incorporated and made part of this Agreement, and you hereby agree to such Business Associate Agreement, Terms of Service and Privacy Policy. In the event of a conflict of terms, this Agreement shall supersede.  

3. REPRESENTATIONS

 Each Party represents, warrants and covenants to the other Party that its (i) performance, and (ii) disclosure and/or use of Protected Health Information (as defined in the Terms of Service), shall comply with all applicable laws, regulations and necessary consents.

4. PROTECTED HEALTH INFORMATION

 As a part of your use of the Software, you may upload certain Protected Health Information of patients onto the Software that may be used or disclosed by Tridiuum in accordance with this Agreement. You shall not require Tridiuum to use or disclose Protected Health Information in any manner that would not be permissible under applicable law. You shall, without undue delay notify Tridiuum of any limitations, changes or restrictions that may affect Tridiuum’s permitted use or disclosure of Protected Health Information.

 Tridiuum may make use of and disclose certain Protected Health Information uploaded by you onto the Software as necessary to support the delivery, management and administration of the Software, to provide you with data aggregation services in accordance with applicable law, and to carry out legal and regulatory responsibilities as required by applicable law. The wrongful disclosure by Tridiumm of Protected Health Information shall be reported to you without undue delay after Tridiumm becomes aware of said disclosure and, under no circumstances, no later than three (3) business days thereafter. Tridiuum agrees to use appropriate institutional safeguards in compliance with applicable law to prevent the wrongful use and/or disclosure of Protected Health Information provided by you to Tridiuum under this Agreement. 

 Unless otherwise required under applicable law, in the event of a security incident that leads to the unauthorized disclosure or loss of certain Protected Health Information, Triddium shall report such incident to you within ten (10) business days of discovery; all other compromises of Protected Health Information shall be reported to you within twenty (20) business days of discovery. Triddium shall provide you, via email or phone call, with information necessary for you to meet the requirements under applicable law.

 Any subcontractor to whom Tridiuum provides Protected Health Information shall be bound to the same restrictions and conditions that apply under this Agreement. Tridiuum shall only provide its subcontractors with Protected Health Information as consistent with applicable law. 

 Tridiuum shall maintain sufficient documentation regarding the disclosure of Protected Health Information in order for you to respond to a request by a patient for an accounting of such disclosures, in accordance with applicable law. Tridiuum shall provide said documentation in a manner and format to be specified by you in less than five (5) business days following receipt of such request.

 Except as provided for in this Agreement, in the event Tridiuum receives a request directly from a patient, Tridiuum shall redirect the patient to the you.

 Tridiuum will honor all requests you or a patient makes regarding restricting the disclosure and/or use of Protected Health Information to a health plan where the individual pays out of pocket in full for the healthcare item or service. 

 Unless otherwise protected or prohibited from discovery or disclosure by law, Tridiuum agrees to make internal practices, books, and records, including policies and procedures (collectively “Compliance Information”), relating to the use or disclosure of Protected Health Information and the protection of same, available to the you or to the Secretary of the Department of Health and Human Services (the “Secretary”) for purposes determining your compliance with applicable law. At your request, Tridiuum shall provide demonstrable evidence that the Compliance Information ensures Tridiuum’s compliance with this Agreement. In no case shall access, or demonstrable evidence, be required in less than ten (10) business days after Tridiuum’s receipt of such request, unless otherwise designated by the Secretary.

 In order to support your obligations under applicable law, as directed by you, Tridiuum agrees to provide access via in-app export, Protected Health Information in a designated record set to a specific patient as well as to you. Tridiuum agrees to make Protected Health Information in a designated record set available to you for the purpose of making amendments thereto in compliance with applicable law. These provisions do not apply if Tridiuum and its employees or subcontractors have no Protected Health Information in a designated record set of your patients.

5. PROHIBITED USE OF THE SOFTWARE

In addition to the obligations in the Terms of Service, you agree you will not: use the Software in violation of this Agreement; upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, "Content") in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted your use of the Software. The burden of proving that any Content does not violate any laws or third party rights rests solely with you upload, download, display, perform, transmit, or otherwise distribute any Content on the Software that: (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; not include any Content or communications qualifying as, upon Tridiuum’s sole discretion, surveys, contests, pyramid schemes, chain letters, junk mail, spam, or unsolicited messages; upload of viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software;  create a false identity for the purpose of misleading others; copy, modify, create a derivative work from, reverse engineer or reverse assemble the Software, or otherwise attempt to discover any source code, or allow any third party to do so; use the Software in any manner that damages, disables, overburdens, or impairs the Software or interferes with any other party's use and enjoyment of the Software; mirror or frame the Software or any part of it on any other Website or webpage; access the Software by any means other than through the interface that is provided by Tridiuum for use in accessing the Software; or use the Software for any purpose or in any manner that is unlawful.

 Any violation of system or network security may subject you to civil and/or criminal liability. If you violate any of the foregoing terms, Tridiuum reserves the right to terminate your use of the Software. To ensure that Tridiuum provides a high quality experience for you and for other users of the Software, you agree that Tridiuum or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Software. Tridiuum does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Tridiuum reserves the right to terminate your account or your access to the Software immediately, with or without notice to you, and without liability to you, if Tridiuum believes that you have violated this Agreement, furnished Tridiuum with false or misleading information, or interfered with use of the Software by others.

6. DISPUTE RESOLUTION

In the event of a Dispute (as defined in the Terms of Service) between you and Tridiuum (including any Dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Wilmington, Delaware. In the event that there is any Dispute between you and Tridiuum that is determined not to be subject to arbitration pursuant to the preceding sentence, you agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware. You agree that this Agreement and the relationship between you and Tridiuum shall be governed by the Federal Arbitration Act and the laws of the State of Delaware without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights (as defined in the Terms of Service) in any court of competent jurisdiction where the other party resides or has its principal place of business.

7. TERMINATION

This Agreement shall be effective as of the date and time you agree this Agreement and may be terminated in accordance with the Terms of Service. Upon termination of this Agreement for any reason, Tridiuum and its subcontractors shall return or destroy all Protected Health Information received from, or created or received by Tridiuum or its subcontractors on behalf of you. In the event that Tridiuum or its subcontractors determine that returning or destroying the Protected Health Information is infeasible, Tridiuum shall provide you notification of the conditions that make return or destruction infeasible. Upon such determination, Tridiuum shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible for as long as Tridiuum maintains such information, without any additional costs to you. 

Tridiuum ONE User Agreement Last Edited/Effective Date: March 30, 2020

Business Associate Agreement

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