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Tridiuum reserves the right to add, modify, or eliminate aspect(s), features or functionality of the Service from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
8. Tridiuum Text Message appointment Reminders
Tridiuum utilizes Short Message Service or Text messages to notify patients of up coming appointments with their provider. This service is also used to give information around when patient surveys are available to be taken at home.
You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at Help@tridiuum.com
Carriers are not liable for delayed or undelivered messages
As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive two messages a week. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
If you have any questions regarding privacy, please read our privacy policy.
9. Privacy Policy, Protected Health Information, User Data and Use of Your Information, Data Deletion on Termination
Our Privacy Policy describes how we use and share Personal Information (as such term is defined in the Privacy Policy), including any payment account information you may provide to us either for purposes of creating an Account, submitting an inquiry or to receive further information, updates and promotions about or related to the Service. Our Privacy Policy does not apply to any Personal Information contained within User Data that we collect and process only on your behalf when we provide the Service.
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In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of, or as otherwise provided in this Agreement, there is an export feature in the Service which will enable you to retrieve your User Data contained within the Service prior to the account termination date. It is your responsibility to export from your Account a file or files containing the User Data contained within the Service before the account termination date and to ensure the secure preservation of PHI for your clients and patients pursuant to federal and state law. Tridiuum will destroy the User Data for your Account as provided in Section 25 of these Terms of Service.
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10. No Responsibility for Acts of Omissions of Third-Party Websites
The Service may contain links to, or otherwise allow connections to third-party websites, servers, and online services or environments that are not owned or controlled by Tridiuum. You agree that Tridiuum is not responsible or liable for the content, policies, or practices of any third-party websites, servers, or online services or environments. Please consult any applicable Terms of Use and Privacy Policies provided by the third party for such websites, servers, or online services or environments.
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11. Your Rights and Obligations with Respect to User Data
In connection with User Data you upload or submit to the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Tridiuum to use, retain and process the User Data in the manner contemplated by the Service and this Agreement. You agree that by uploading or submitting any Content to or through the Servers, Website, or other areas of the Service, and permitting your clients and patients to submit or upload any Transaction Data into the Service, you hereby automatically at such time grant Tridiuum (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data and Transaction Data (including User Data and Transaction Data that is created, collected or generated by the Service or Tridiuum using the User Data and Transaction Data you submit) solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyze and use any of your User Data and Transaction Data as Tridiuum may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the “Service Data License.” You also acknowledge that the Service Data License granted to Tridiuum with respect to your Content will survive the termination of your Account to permit Tridiuum: (i) to retain server copies of particular instances of your User Data, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section for any other copies or instances of the same User Data that you have not specifically deleted from the Service. Notwithstanding anything to the contrary herein, or in any payment processing agreement between you and the payment processor, you also hereby provide Tridiuum (and its affiliates) an irrevocable perpetual license, authority, and permission to obtain, copy, and use, at Tridiuum’s request, without notice to you, from payment processors, banks, card and ACH processors and gateway provider, which support the Service, all of your Transaction Data and User Data for purposes of providing you the Service.
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With respect to any application accessed through or downloaded from any mobile or device application site or store (“Mobile Store Sourced Application”), you agree that you will use the Mobile Store Sourced Application only as permitted by the “Usage Rules” set forth in any applicable Mobile Store Terms of Service and these Terms of Service. With respect to any Mobile Store Sourced Application used with the Tridiuum Telehealth Service, you also agree to Section 15 of these Terms of Service. Tridiuum reserves all rights in and to the application not expressly granted to you under these Terms & Conditions. You acknowledge and agree that: (i) these Terms & Conditions are valid between you and Tridiuum only, and not the mobile application download site (the “Mobile Store”); and(ii) Tridiuum, not the Mobile Store, is solely responsible for the Mobile Store Sourced Application and content thereof. Your use of the Mobile Store Sourced Application must comply with the Mobile Store Terms of Service. You acknowledge that the Mobile Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Store Sourced Application. In the event of any failure of the Mobile Store Sourced Application to conform to any applicable warranty, you may notify the Mobile Store but the Mobile Store will have no warranty obligation whatsoever with respect to the Mobile Store Sourced Application. As between Tridiuum and the Mobile Store, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Tridiuum. You acknowledge that, as between Tridiuum and the Mobile Store, the Mobile Store is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile Store Sourced Application or your possession and use of the Mobile Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third party claim that the Mobile Store Sourced Application or your possession and use of that Mobile Store Sourced Application infringes that third party’s intellectual property rights, as between Tridiuum and the Mobile Store, Tridiuum, not the Mobile Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. Without limiting any other provisions of these Terms & Conditions, you must comply with all applicable third party terms of agreement when using the Mobile Store Sourced Application.
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14. Telehealth Services
Tridiuum provides a telehealth a solution for you to use, to access your patients and clients remotely using video/media capabilities available using the internet and desktop or mobile devices, and for the use of which Tridiuum may charge additional fees as described in Tridiuum’s current pricing schedule. Tridiuum’s telehealth solution is embedded in the Tridiuum Service. You may schedule appointments for telehealth consults, and connect with patients at the time of consult.
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By accessing or using the Service, you consent to the processing, transfer and storage of information about you and your Users in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
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15. Intellectual Property Rights of Third Parties
You agree that you will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant Tridiuum all of the license rights granted in this Agreement. You agree that Tridiuum will have no liability for, and you agree to defend, indemnify, and hold Tridiuum harmless for, any claims, losses or damages arising out of or in connection with your use of any User Data.
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16. Prohibited Conduct While Using the Service
You agree that you will not:
Post, display or transmit Data, User Data, or Transaction Data, including the unauthorized use of any payment method, that violates any law, regulation or rule, or the rights of any third party including without limitation Intellectual Property Rights;
Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation;
Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personal information about other users without their consent;
Engage in malicious, disruptive or other conduct that impedes or interferes with other Users’ normal use of the Service; or
Attempt to gain unauthorized access to any other User’s Account, password or User Data, or allow more than one person to use an Account.
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17. Violation of Terms of Service
Any violation by you of the terms of these Terms of Service may result in immediate suspension or termination of your Account without any refund or other compensation.
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18. Releases
You agree not to hold Tridiuum liable for the Content, actions, or inactions of you or other Users of the Service or of other third parties. As a condition of access to the Service, you release Tridiuum (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more other users of the Service or with other third parties, including whether or not Tridiuum becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
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19. Disclaimer of Other Express and Implied Warranties.
TRIDIUUM WARRANTS THAT DURING THE TERM OF THIS AGREEMENT, THE SOFTWARE AND THE SERVICES WILL FUNCTION IN SUBSTANTIAL CONFORMANCE TO THE SPECIFICATIONS SET FORTH ON THE WEBSITE. TRIDIUUM PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, TRIDIUUM AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON Tridiuum’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. Tridiuum does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on Tridiuum’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. Tridiuum does not guarantee that by mere use of the Software you will be in compliance with HIPAA, and you understand and agree that you are responsible for maintaining administrative, technical and physical safeguards necessary to ensure the confidentiality, availability, and integrity with respect to your PHI and to otherwise comply with HIPAA.
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20. Limitation of Liability
IN NO EVENT SHALL TRIDIUUM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE TRIDIUUM SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT TRIDIUUM MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL TRIDIUUM’S CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.
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21. Indemnification
At Tridiuum’s request, you agree to defend, indemnify and hold harmless Tridiuum, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (i) any breach or alleged breach by you of these Terms of Service, including without limitation your representations and warranties relating to your data, User Data; (ii) use of the Tridiuum Telehealth Service, or (iii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
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22. Legal Relationship Between You and Tridiuum; No Third Party Beneficiaries
You acknowledge that your participation in the Service, including your creation or uploading or submitting of Content in the Service, does not make you a Tridiuum employee and that you do not expect to be, and will not be, compensated by Tridiuum for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third party beneficiaries, intended or implied, under this Agreement.
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23. Suspension and Termination of Accounts
You may terminate this Agreement by closing your Account at any time for any reason. Subject to Tridiuum’s obligations pursuant to Section 8, in such event, Tridiuum shall have no further obligation or liability to you under this Agreement or otherwise. You may not suspend your own Account. If you suspend your Account, then the Account will be deemed terminated (See Sections 8 and 25 herein, regarding deletion of your User Data on termination). In addition, Tridiuum may suspend or terminate your Account, without notice, for breach if you violate this Agreement, or any terms regarding payment of required fees and charges due under this Agreement. Tridiuum may, at its sole discretion, provide You a grace period prior to termination, in the event of a breach or your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Tridiuum or any third party. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge Tridiuum will have no liability to you in connection with such suspension or termination.
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24. Termination of Licenses Upon Termination of Account.
Upon termination of your Account, all licenses granted by Tridiuum to use the Website, Software, and the Service will automatically terminate, and all User Data in your Account will be retained no more than thirty (30) days after termination or expiration of your Account or this Agreement, and deleted on expiration of such thirty (30) day time frame. You are responsible for exporting all account data and ensuring the secure preservation of Protected Health Information for your clients pursuant to federal and state law, and ethical requirements. During the time frame beginning on termination or expiration of your Account, your access to the Service will be limited to downloading your User Data.
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25. Liability for Unpaid Fees Upon Termination of Account
Upon termination by You or by Tridiuum of your Account, you will not receive any refund of any amounts previously paid and you will remain liable for any charges incurred or unpaid amounts owed by you to Tridiuum.
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26. Survival of Terms After Termination
The following terms will survive any termination of this Agreement: Sections 8, 10, 13(A) and (C), 16 and 19 through 36. You will not be entitled to any refund on termination or expiration of the Agreement.
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27. Dispute Resolution
In the event of a Dispute 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 the State of Delaware, County of New Castle. 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 the State of Delaware, County of New Castle. 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 in any court of competent jurisdiction where the other party resides or has its principal place of business.
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Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
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28. Disclaimer of Warranties as to Use Outside of the United States
Tridiuum is a United States-based service. We make no representation that any aspect of the Service is appropriate or available for use outside of the United States or may be used for persons who are not citizens of the United States or residents of other countries. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Software is subject to applicable export laws and restrictions.
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29. Assignment of Agreement and Account
You may not assign this Agreement or your Account without our prior written consent. You may not transfer or sublicense any licenses granted by Tridiuum in this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without your consent.
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30. Integration, Interpretation of Section Headings and Severability
The agreements, understandings and policies referenced in this Agreement sets forth the entire agreement and understanding between you and Tridiuum with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. Tridiuum reserves the right to modify this Agreement and Terms of Service at any time upon notification to you as provided in Section 32. If any future change is unacceptable to you, you should discontinue using the Service. Your continued use of the Service will always indicate your acceptance of this agreement and any changes to it.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
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31. Notices
Tridiuum may provide notice to you and obtain consent from you (1) through the website at https:// Tridiuum.com, https://polestarapp.com, https://tridiuum1.com, https://polarishealth.atlassian.net (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must submit all notices required or permitted under this Agreement to Tridiuum, Inc, c/o Compliance Manager, 1650 Arch St. Suite 2000. Philadelphia, PA 19106
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32. No Responsibility for Acts or Omissions of Third Party Service Providers
Tridiuum may refer names of certain third party service providers (“Service Providers”) to you upon your request or in connection with the Service. Any Service Providers referred to you by Tridiuum are not owned or controlled by Tridiuum. You agree that Tridiuum is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, willful or illegal conduct. You further agree to conduct your own investigation and due diligence regarding any Service Providers referred to you by Tridiuum. You agree to defend, indemnify and hold harmless Tridiuum from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to you.
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33. Business Associate Agreement
For purposes of complying with the requirements of HIPAA, You and Tridiuum agree to be bound by each of the terms and provisions of the Tridiuum Business Associate Agreement, which is incorporated in full within this document. If any provision hereof is potentially or actually in conflict with the provisions of the Business Associate Agreement with respect to the treatment of Protected Health Information, the terms of the Business Associate Agreement shall prevail.
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34. Transfer of User Data and Account Ownership
You agree that you are responsible for the provision of access to User Data and the sharing of User Data amongst those who are Users, Team Members or those who are retained by the Account Owner and patients, clients and any family members thereof, in accordance with applicable law. In the event that any practitioner or instructor who has access to the Service under the Account dies or becomes incapacitated or otherwise is unable to provide services to any User, then the Account Owner will be responsible for arranging for the transfer of User Data, or modification of access, in compliance with applicable law. This includes, but may not be limited to, providing identity verification or execution of necessary authorizations that may be required by Tridiuum or by applicable regulations or licensing bodies. You agree that Tridiuum reserves the right to not transfer User Data or modify access if the foregoing is not provided to the extent required by applicable law. If the Account Owner dies, or otherwise becomes incapacitated, Tridiuum will attempt to identify an appropriate individual to transfer the Account Owner role pursuant to applicable law or regulation, and if an appropriate individual can be identified, will transfer the Account Owner role to that individual as outlined above. IT IS RECOMMENDED THAT ACCOUNT OWNERS CREATE CLEAR DIRECTIONS REGARDING ACCESS TO AND TRANSFER OF USER DATA IN THE EVENT OF THEIR DEATH OR INCAPACITATION AND SHARE THESE DIRECTIONS WITH A QUALIFIED AND TRUSTED INDIVIDUAL IN ADVANCE. Requests for transfer of the Account Owner role, either by the Account Owner or by an individual legally designated to assume Ownership, must be initiated by you by emailing help@ Tridiuum.com. You agree that User Data that is PHI may only be accessed by or transferred to an appropriate party, pursuant to HIPAA rules and applicable state regulations.
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