Tridiuum Business Associate Agreement and Terms of Service

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

This Agreement (“Agreement”) is made and entered into at the date and time your Tridiuum account is created and is between you (“Covered Entity”) and Tridiuum Inc (“Business Associate”).

WHEREAS, Business Associate is in the business of providing an online Behavioral Health Outcomes product, Tridiuum ONE (“Offering”); and

WHEREAS, Covered Entity wishes to engage, or has engaged, Business Associate in connection with said Offering,

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, it is agreed as follows:

1. Definitions

Terms used, but not otherwise defined in this Agreement, shall have the same meaning as those terms in the Privacy Rule, Security Rule, and HITECH Act.

  1. Agent. “Agent” shall have the meaning as determined in accordance with the federal common law of agency.

  2. Breach. “Breach” shall have the same meaning as the term “breach” in 45 CFR § 164.402.

  3. Business Associate. “Business Associate” shall mean Tridiuum, Inc.

  4. Covered Entity. “Covered Entity” shall mean active subscriber to Tridiuum.

  5. Data Aggregation. “Data Aggregation” shall have the same meaning as the term “data aggregation” in 45 CFR § 164.501.

  6. Designated Record Set. “Designated Record Set” shall have the same meaning as the term “designated record set” in 45 CFR § 164.501.

  7. Disclosure. “Disclosure” and “Disclose” shall have the same meaning as the term “Disclosure” in 45 CFR § 160.103.

  8. Electronic Health Record. “Electronic Health Record” shall have the same meaning as the term in Section 13400 of the HITECH Act.

  9. Health Care Operations. “Health Care Operations” shall have the same meaning as the term “health care operations” in 45 CFR § 164.501.

  10. HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

  11. HITECH Act. “HITECH Act” shall mean The Health Information Technology for Economic and Clinical Health Act, part of the American Recovery and Reinvestment Act of 2009 (“ARRA” or “Stimulus Package”), specifically DIVISION A: TITLE XIII Subtitle D—Privacy, and its corresponding regulations as enacted under the authority of the Act.

  12. Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).

  13. Minimum Necessary. “Minimum Necessary” shall mean the Privacy Rule Standards found at §164.502(b) and § 164.514(d)(1).

  14. Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.

  15. Protected Health Information. “Protected Health Information” shall have the same meaning as the term “protected health information” in 45 CFR § 160.103, limited to the information created, received, maintained or transmitted by Business Associate on behalf of Covered Entity.

  16. Required By Law. “Required By Law” shall have the same meaning as the term “required by law” in 45 CFR § 164.103.

  17. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her designee.

  18. Security Incident. “Security Incident” shall have the same meaning as the term “Security Incident” in 45 CFR § 164.304.

  19. Security Rule. “Security Rule” shall mean the Standards for Security of Electronic Protected Health Information at 45 C.F.R. parts § 160 and § 164, Subparts A and C.

  20. Subcontractor. “Subcontractor” shall mean a person or entity “that creates, receives, maintains, or transmits protected health information on behalf of a business associate” and who is now considered a business associate, as the latter term is defined in 45 CFR § 160.103.

  21. Subject Matter. “Subject Matter” shall mean compliance with the HIPAA Rules and with the HITECH Act.

  22. Unsecured Protected Health Information. “Unsecured Protected Health Information” shall have the same meaning as the term “unsecured protected health information” in 45 CFR § 164.402.

  23. Use. “Use” shall have the same meaning as the term “Use” in 45 CFR § 164.103


2. Obligations and Activities of Business Associate.

  1. Business Associate agrees to not Use or Disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law.

  2. Business Associate agrees to use appropriate safeguards to prevent Use or Disclosure of Protected Health Information other than as provided for by this Agreement. Business Associate further agrees to implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any electronic Protected Health Information, as provided for in the Security Rule and as mandated by Section 13401 of the HITECH Act.

  3. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. Business Associate further agrees to report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by this Agreement of which it becomes aware, and in a manner as prescribed herein.

  4. If the Breach, as discussed in paragraph 2.3, pertains to Unsecured Protected Health Information, then Business Associate agrees to report any such data Breach to Covered Entity within ten (10) business days of discovery of said Breach; all other compromises of Protected Health Information shall be reported to Covered Entity within twenty (20) business days of discovery. Business Associate further agrees, consistent with Section 13402 of the HITECH Act, to provide Covered Entity, via email or phone call, with information necessary for Covered Entity to meet the requirements of said section.

  5. If Business Associate is an Agent of Covered Entity, then Business Associate agrees that any Breach of Unsecured Protected Health Information shall be reported to Covered Entity immediately after the Business Associate becomes aware of said Breach, and under no circumstances later than one (1) business day thereafter. Business Associate further agrees that any compromise of Protected Health Information, other than a Breach of Unsecured Protected Health Information as specified in 2.3 of this Agreement, shall be reported to Covered Entity within ten (10) business days of discovering said compromise, or attempted compromise.

  6. Business Associate agrees to ensure that any Subcontractor, to whom Business Associate provides Protected Health Information, agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. Business Associate further agrees that restrictions and conditions analogous to those contained herein shall be imposed on said Subcontractors via a written agreement that complies with all the requirements specified in § 164.504(e)(2), and that Business Associate shall only provide said Subcontractors Protected Health Information consistent with Section 13405(b) of the HITECH Act. Further, Business Associate agrees to provide copies of said written agreements to Covered Entity within ten (10) business days of a Covered Entity’s request for same.

  7. Business Associate agrees to provide access via in-app export or request submitted to Tridiuum in writing, to Protected Health Information in a Designated Record Set to Covered Entity or, as directed by Covered Entity, to an Individual, in order to meet Covered Entity’s requirements under 45 CFR § 164.524. Business Associate further agrees, in the case where Business Associate controls access to Protected Health Information in an Electronic Health Record, or controls access to Protected Health Information stored electronically in any format, to provide similar access in order for Covered Entity to meet its requirements of the HIPAA Rules and under Section 13405(c) of the HITECH Act. These provisions do not apply if Business Associate and its employees or Subcontractors have no Protected Health Information in a Designated Record Set of Covered Entity.

  8. Business Associate agrees to make Protected Health Information in a Designated Record Set available to the Covered Entity for the purpose of making amendments and incorporate such amendments in the Designated Record Set pursuant to 45 CFR §164.526. This provision does not apply if Business Associate and its employees or Subcontractors have no Protected Health Information from a Designated Record Set of Covered Entity.

  9. Unless otherwise protected or prohibited from discovery or disclosure by law, Business Associate 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 Covered Entity or to the Secretary for purposes of the Secretary determining Covered Entity’s compliance with the HIPAA Rules and the HITECH Act. Business Associate further agrees, at the request of Covered Entity, to provide Covered Entity with demonstrable evidence that its Compliance Information ensures Business Associate’s compliance with this Agreement over time. Business Associate shall have a reasonable time within which to comply with requests for such access and/or demonstrable evidence, consistent with this Agreement. In no case shall access, or demonstrable evidence, be required in less than ten (10) business days after Business Associate’s receipt of such request, unless otherwise designated by the Secretary.

  10. Business Associate agrees to maintain necessary and sufficient documentation of Disclosures of Protected Health Information as would be required for Covered Entity to respond to a request by an Individual for an accounting of such Disclosures, in accordance with 45 CFR §164.528.

  11. On request of Covered Entity, Business Associate agrees to provide to Covered Entity documentation made in accordance with this Agreement to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528. Business Associate shall provide said documentation in a manner and format to be specified by Covered Entity. Business Associate shall have a reasonable time within which to comply with such a request from Covered Entity and in no case shall Business Associate be required to provide such documentation in less than five (5) business days after Business Associate’s receipt of such request.

  12. Except as provided for in this Agreement, in the event Business Associate receives an access, amendment, accounting of disclosure, or other similar request directly from an Individual, Business Associate shall redirect the Individual to the Covered Entity.

  13. To the extent that Business Associate carries out one or more of Covered Entity’s obligations under the HIPAA Rules, the Business Associate must comply with all requirements of the HIPAA Rules that would be applicable to the Covered Entity.

  14. A Business Associate must honor all restrictions consistent with 45 C.F.R. § 164.522 that the Covered Entity or the Individual makes the Business Associate aware of, including the Individual’s right to restrict certain disclosures of protected health information to a health plan where the individual pays out of pocket in full for the healthcare item or service, in accordance with HITECH Act Section 13405(a).

3. Permitted Uses and Disclosures by Business Associate.

  1. Except as otherwise limited by this Agreement, Business Associate may make any Uses and Disclosures of Protected Health Information necessary to perform its services to Covered Entity and otherwise meet its obligations under this Agreement, if such Use or Disclosure would not violate the Privacy Rule, or the privacy provisions of the HITECH Act, if done by Covered Entity. All other Uses or Disclosures by Business Associate not authorized by this Agreement, or by specific instruction of Covered Entity, are prohibited.

  2. Except as otherwise limited in this Agreement, Business Associate may Use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

  3. Except as otherwise limited in this Agreement, Business Associate may Disclose Protected Health Information for the proper management and administration of the Business Associate, provided that Disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is Disclosed that it will remain confidential and used, or further Disclosed, only as Required By Law, or for the purpose for which it was Disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

  4. Except as otherwise limited in this Agreement, Business Associate may Use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 45 CFR §164.504(e)(2)(i)(B). Business Associate agrees that such Data Aggregation services shall be provided to Covered Entity only wherein said services pertain to Health Care Operations. Business Associate further agrees that said services shall not be provided in a manner that would result in Disclosure of Protected Health Information to another covered entity who was not the originator and/or lawful possessor of said Protected Health Information. Further, Business Associate agrees that any such wrongful Disclosure of Protected Health Information is a direct violation of this Agreement and shall be reported to Covered Entity immediately after the Business Associate becomes aware of said Disclosure and, under no circumstances, later than three (3) business days thereafter.

  5. Business Associate may Use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.502(j)(1).

  6. Business Associate shall make Uses, Disclosures, and requests for Protected Health Information consistent with the Minimum Necessary principle as defined herein.

4. Obligations and Activities of Covered Entity.

  1. Covered Entity shall notify Business Associate of the provisions and any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR § 164.520, to the extent that such provisions and limitation(s) may affect Business Associate’s Use or Disclosure of Protected Health Information.

  2. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that the changes or revocation may affect Business Associate’s use or disclosure of Protected Health Information.

  3. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR §164.522, and also notify Business Associate regarding restrictions that must be honored under section 13405(a) of the HITECH Act, to the extent that such restrictions may affect Business Associate’s Use or Disclosure of Protected Health Information.

  4. Covered Entity shall notify Business Associate of any modifications to accounting disclosures of Protected Health Information under 45 CFR § 164.528, made applicable under Section 13405(c) of the HITECH Act, to the extent that such restrictions may affect Business Associate’s use or disclosure of Protected Health Information.

  5. Business Associate shall provide information to Covered Entity via email or phone call, wherein such information is required to be provided to Covered Entity as agreed to by Business Associate in paragraph 2.4 of this Agreement. Covered Entity reserves the right to modify the manner and format in which said information is provided to Covered Entity, as long as the requested modification is reasonably required by Covered Entity to comply with the HIPAA Rules or the HITECH Act, and Business Associate is provided sixty (60) business days notice before the requested modification takes effect.

  6. Covered Entity shall not require Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under the HIPAA Rules if done by the Covered Entity.

5. Term and Termination.

  1. Term. The Term of this Agreement shall be effective as of the date and time Covered Entity agrees to the Terms of Service for using Tridiuum’s Website, Software, and Services by creating an account, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Agreement.

  2. Termination for Cause by Covered Entity. Upon Covered Entity’s knowledge of a material breach of this Agreement by Business Associate, Covered Entity shall give Business Associate written notice of such breach and provide reasonable opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement, and Business Associate agrees to such termination, if Business Associate has breached a material term of this Agreement and does not cure the breach or cure is not possible. If neither termination nor cure is feasible, Covered Entity shall report the violation to the Secretary.

  3. Termination for Cause by Business Associate. Upon Business Associate’s knowledge of a material breach of this Agreement by Covered Entity, Business Associate shall give Covered Entity notice via email of such breach and provide reasonable opportunity for Covered Entity to cure the breach or end the violation. Business Associate may terminate this Agreement, and Covered Entity agrees to such termination, if Covered Entity has breached a material term of this Agreement and does not cure the breach or cure is not possible. If neither termination nor cure is feasible, Business Associate shall report the violation to the Secretary.

  4. Effect of Termination.

    1. Except as provided in paragraph (2) of this section, upon termination of this Agreement for any reason, Business Associate shall return or destroy all Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity. This provision shall also apply to Protected Health Information that is in the possession of Subcontractors of Business Associate. Business Associate shall retain no copies of the Protected Health Information.

    2. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity, within ten (10) business days, notification of the conditions that make return or destruction infeasible. Upon such determination, Business Associate 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 so long as Business Associate maintains such Protected Health Information.

6. Entire Agreement.

  1. This Agreement may be modified only by a signed written agreement between Covered Entity and Business Associate.

  2. All other agreements entered into between Covered Entity and Business Associate, not related to this Subject Matter, remain in full force and effect.

7. Governing Law & Dispute Resolution.

  1. This Agreement and the rights of the parties shall be governed by and construed in accordance with the Federal Arbitration Act, Federal law as it pertains to the Subject Matter, and shall be governed by and construed in accordance with the laws of the State of Delaware as it pertains to contract formation and interpretation, without giving effect to its conflict of laws.

  2. 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 Philadelphia, Pennsylvania. 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

8. Miscellaneous.

  1. Regulatory References. A reference in this Agreement to a section in the Privacy Rule, Security Rule, or HITECH Act means the section as in effect or as amended.

  2. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of the Privacy Rule, Security Rule, the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191), and the HITECH Act and its corresponding regulations.

  3. Survival. The respective rights and obligations of Business Associate under Section 5.4 of this Agreement shall survive the termination of this Agreement.

  4. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity and Business Associate to comply with the Privacy Rule, Security Rule, the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191), and the HITECH Act and its corresponding regulations.

  5. Severability. If any provision or provisions of this Agreement is/are determined by a court of competent jurisdiction to be unlawful, void, or unenforceable, this Agreement shall not be unlawful, void or unenforceable thereby, but shall continue in effect and be enforced as though such provision or provisions were omitted.

Tridiuum Business Associate Agreement Last Updated/Effective Date: March 24, 2020

 

Tridiuum Inc Terms of Service

BY ACCESSING, USING THE SOFTWARE AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU AGREE TO THE TERMS OF THIS ELECTRONIC AGREEMENT ON YOUR OWN BEHALF AND ON BEHALF OF THE ACCOUNT OWNER LISTED IN THE ACCOUNT CREATION, SIGN UP OR SIMILAR FORM (“REGISTRATION FORM”).  YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ENTITY THAT YOU WORK FOR AND YOURSELF TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, DO NOT ACCESS, OR USE THE SERVICES (AS DEFINED IN THESE TERMS OF SERVICE).

These Terms of Service (“Agreement” or “Terms & Conditions” or “Terms of Service”) are a contract between you individually, the Account Owner (as defined below) and the legal entity under which you practice or are employed or retained (individually and collectively, “you” or “your”) and Tridiuum, Inc (“Tridiuum” or “Us” or “We”) and govern your use of Tridiuum’s website (https://www.tridiuum1.comhttps://polestarapp.com) and any affiliated sub-domains and mobile applications and sites, Software, and Servers  (hereinafter collectively the “Service”), your rights and obligations with respect to User Data that you place in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account through which you will access the Service, (hereinafter an “Account”) for use in connection with the Service. By accessing, using, subscribing, purchasing, or downloading the Services, or any goods, materials, or content from the Website, you agree to follow and be bound by the following terms and conditions and any other terms and conditions embodied in any other agreements you enter into with us. If you do not agree with the Terms & Conditions, you may not use the Website or the Services.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.

These Terms of Service apply to your use of the Service and ALL transactions made on or through the Website in your use of the Services. This Agreement is governed by the Electronic Signatures in Global and National Commerce Act. You and the Account Owner manifest your agreement to these Terms of Service 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 Services, whether you have read these terms or not. On clicking any such button, you agree to these Terms of Service. You should print a copy of this Agreement for your personal records. This Agreement may be modified by Tridiuum effective immediately by notifying you as provided in Section 32 below. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service.

1. Definitions.

  1. “Account Owner” means the individual who establishes the Account as well as the entity and person in whose name the Account is established. The Account Owner is responsible for the obligations and activities under the account as well as all Users, and Team Members within the Account (including without limitation payment for the account and deletion of the Account.)

  2. “Dispute” will have the broadest meaning possible and means any dispute, action, or other controversy between you and Tridiuum relating to the Website/Software/Service, any transaction or relationship between you and Tridiuum resulting from your use of the Website/Software/Service, communications between you and Tridiuum, or this Agreement – whether in contract, warranty, tort, laws, or regulations.

  3. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and associated regulations, as may be amended from time to time;

  4. "Intellectual Property Rights" means all worldwide common law or statutory: (a) patents, patent applications, and patent rights; (b) rights associated with original works, authorship, moral rights, copyrights and all their exclusive rights; (c) rights relating to the protection of trademarks, trade secrets and Confidential Information; (d) rights associated with designs, industrial designs and any other design; (e) rights analogous to those rights set forth above and all other industrial or intellectual property rights; and (f) registrations, provisionals, continuations, continuations-in-part, renewals, reissues, reexaminations and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired

  5. “Payment Data” means any personal or financial information collected from a credit card, debit card or other payment method, including but not limited to a cardholder’s account number, card expiration date, and CVV2.

  6. “Protected Health Information” or “PHI” means protected health information as defined by HIPAA’s Privacy Rule found at 45 C.F.R. §160.103; and

  7. “Servers” are computers or devices that host the Website or Software or Service

  8. “Tridiuum Software” or “Software” is the software provided to you by Tridiuum and/or its suppliers under license or with respect to which you have access, in connection with the Service;

  9. “Team Member” means Account Owners’ clinical staff, contractors, administrators, or other service providers who are granted access to the Account with the authorization of the Account Owner.

  10. “Transaction Data” means customer information, User Data, Payment Data, transaction information, bank information and credit card information including without limitation tokenized account information, tokens and token access codes, account information or other data or information of any kind that is provided by or generated or collected on your behalf, or your patients or client by the Service.

  11. “User Data” means any data or images that you or your clients or patients upload, stream or submit to the Servers, Website, or other areas of the Service, or generated or collected on your behalf from the Services, Website, the Service or third parties, including but not limited to Protected Health Information as that term is defined below, video, image and sound data and Transaction Data;

  12. “Users” means an Account Owner, Team Member, or either of their clients or patients.

  13. “Website” means the websites and services available from the domain and sub-domains of https:// Tridiuum.comhttps://tridiuum1.com, https://polestarapp.com, and any related or successor domains and mobile applications and sites from which Tridiuum may offer Services;

  14. Confidential Information. “Confidential Information” shall mean rights associated with designs, industrial designs and any other design; rights analogous to those rights set forth above and all other industrial or intellectual property rights; and registrations, provisionals, continuations, continuations-in-part, renewals, reissues, reexaminations and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.

2. Verification for Tridiuum

By accepting this Agreement in connection with an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement. You further agree that as a condition to accessing the Website and the Service, you will submit to account verification as may be required by Tridiuum, and provide only true and accurate identification documentation to Tridiuum or its third party service providers as requested by Tridiuum. You and the Account Owner are responsible for the security of any account verification information, such as user names and passwords, including without limitation your Users’ user names and password. You agree that any Users who are under 13 years old  require their parent or legal guardian’s consent to collect their User Data or for their use of the Services, which consent you and the Account Owner are responsible for obtaining, prior to the use by such User of the Website.

3. Establishing an Account

You must establish an Account with Tridiuum to use the Service. Only one person may be an Account Owner, who can grant access to the account to Team Members who are employed by or are contracted to your practice. You agree to provide accurate, current, and complete information about yourself (“Registration Data”) as prompted by the Registration Form and to use the account management tools provided to keep your Registration Data accurate, current and complete. Tridiuum will assign to You, as Account Owner, an account name (your “Account Name” or “Organization Name”). Tridiuum will assign You and your Team Members  a user name to identify yourselves under the Account Name.

4. Responsibility for Use of Account

You, as the Account Owner, are responsible for all activities conducted through your Account, are responsible for all activities conducted through your user name and are responsible for whom you grant access to your Account, including your clients or patients and those you authorize to access your Account on behalf of yourself, or clients or patients. In the event that fraud, violation of law, regulation or rule, or conduct that violates this Agreement occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service and your Account as described in Section 24 and you shall be financially responsible to Tridiuum for the consequences of such use.

5. Selection and Use of Account Password

At the time your Account is created, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any damages, claims or other harm resulting from your disclosure, or authorization of the disclosure of your password or Account or from any person’s use of your password or your Account and those who gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of your password to any other person is at your own risk.

You and those using your Account must have separate user names and passwords. They may not share entry identifications and authentication passwords and any sharing may result in a suspension or termination of access for the User and the Account Owner, and/or an increase in charges, at Tridiuum’s sole discretion.

6. Fees and Billing.

 Tridiuum provides the Service for the fees and other charges set forth in our order form or on our website or other promotional communications as may be issued from time to time, including free trial periods for a limited time. If You are offered and participate in a free trial, you may cancel your subscription at any time prior to the conclusion of the trial period at no expense to You and owing no monies or compensation to Tridiuum. At the conclusion of the trial period Tridiuum will begin to charge You for the use of the Services according to Tridiuum’s pricing schedule as provided to You prior to the expiration of the trial period. Tridiuum may at any time add new services for additional fees and charges, or prospectively modify fees and charges for existing services on notice as provided herein. You acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Tridiuum continue to be valid and sufficient for such purposes. We may suspend or terminate your use and your Account’s use, as provided in Section 24, in the event of any payment delinquency. Other services are available from Tridiuum and the agreement with respect to those services and fees due to Tridiuum incorporate by reference these Terms of Service as well as any specific terms and conditions presented to you. You will not be entitled to any refund on termination or expiration of the Agreement. All payments once made to Tridiuum shall have been earned by Tridiuum as of the date of payment. You will not be entitled to any refund of partially used Services or credits at any time.

7. Modification of Service

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.

In providing you our Service, Tridiuum will not sell any Personal Information contained in User Data. Tridiuum will not retain, use or disclose the Personal Information you provide to us about your patients and clients except for the specific purpose of performing our obligations under this Agreement, including providing and improving the Service under this Agreement, nor will Tridiuum retain, use or disclose Personal Information about your patients and clients outside of our direct business relationship with you or the legal entity under which you practice or are employed. 

It is your responsibility to comply with all applicable privacy and data protection laws and to ensure that you have provided all required notices and obtained all necessary consents from your Users, patients and your clients (including with respect to third parties access), and that your patients or your clients have agreed to the collection of their User Data (including PHI) and the access of their User Data by you, by us, and, where applicable, other third parties. Any sample documentation that is provided by Tridiuum for obtaining consent is for illustration only, and you alone (and not Tridiuum) are responsible to ensure that such documentation is adequate and enforceable to obtain requisite consent (including with respect to patients and clients who are under 13 years of age, consent from their parents or legal guardians). We will make no use of PHI that is not permitted by this Agreement or that is prohibited by applicable law, including but not limited to HIPAA. In the event that we receive a subpoena or other legal or court order compelling the disclosure of any of your patients’ or clients’ User Data (including PHI) or any of your data, unless ordered to not do so by a court of competent jurisdiction, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law, we will notify you of the subpoena or other legal or court order prior to disclosing the PHI or other data. We will make commercially reasonable efforts to maintain the Service in a manner that includes appropriate administrative, technical, and physical security measures designed to protect the confidentiality, availability, and integrity of PHI that is in our possession, as required by HIPAA.

We provide Users information by email through the Website. The emails You will receive include billing emails, account verification emails, platform and Service training emails (sometimes called “on-boarding emails” or “welcome emails”), survey emails (for product improvement purposes) and notification of patient activity emails (which instruct you to login to the Website to access the patient activity details.) You understand that by using the Service and agreeing to these Terms of Service, that Tridiuum will send to you the foregoing email types and you hereby waive any right to opt out of such communications to the extent permitted by applicable law. You are responsible for obtaining either consent or ceasing emails to a patient or client in the event that patient or client opts out of receipt.

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.

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.

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.

You acknowledge that you are responsible for all information and User Data you and those who are under the Account (including clients, patients and those who are employed or retained by the Account Owner) input into the Service, including changes made to client or patient progress notes. You understand and agree that you are bound by various laws and regulations, including but not limited to HIPAA , which require that you preserve the availability, accuracy, integrity, and confidentiality of protected health information and personally identifiable information. You also understand and agree that all of your activity within the Service is automatically logged (including into audit logs), and that such activity may be audited by Account Owners, account administrators, regulators, or others. 

12. Interruption of Service

 Tridiuum may on occasion need to interrupt the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that Tridiuum will not be liable for any interruption of the Service (whether intentional or not), and you understand that you will not be entitled to any refunds of fees or other compensation for interruption of service. Likewise, you agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.

13. Tridiuum’s Intellectual Property Rights and Limited License Granted to You

A. Intellectual Property Rights. Tridiuum owns Intellectual Property Rights in and to the Service, except all User Data, including the Tridiuum Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, patents, and trade dress (collectively, the “ Tridiuum Marks”). You understand that such Intellectual Property Rights are apart from any rights you may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that Tridiuum and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the Tridiuum Marks are reserved by Tridiuum. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the Tridiuum Marks.

B. Limited License. Tridiuum hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by Tridiuum to use or access the Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the Tridiuum Software in the operation of a service bureau, an application service provider or for any other purpose intended to benefit a party other than you, (iv) alter or modify the Tridiuum Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the Tridiuum Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.

C. Feedback and other Input. You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to Tridiuum or in the use of the Services or Website regarding Tridiuum Website, products or Services. You agree that Tridiuum will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by you or your employees and that all right title and interest in Feedback is assigned to Tridiuum. The foregoing grant of rights is made without any duty to account to you or to any of the foregoing persons or entities for the use of such Feedback.

D. Mobile Application License. Subject to your compliance with these Terms & Conditions, and acceptance of any additional agreements required by Tridiuum for the use of Tridiuum mobile applications, Tridiuum grants you a limited non-exclusive, non-transferable license to use any of the Tridiuum mobile applications and to access the Website via a single mobile device or computer that you own or control and to run such copies of the Tridiuum mobile applications solely for your own personal use.

You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Tridiuum mobile application in any way; (ii) modify or make derivative works based upon the Website or Tridiuum mobile application; (iii) create Internet “links” to the Website or “frame” or “mirror” the Tridiuum mobile application on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Tridiuum mobile application(s) in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Website or Tridiuum mobile application, or (c) copy any ideas, features, functions or graphics of the Website or Tridiuum mobile application; or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Website or Tridiuum mobile application.

Downloaded Mobile Sourced Application 

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.

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.

Your Responsibilities

You as the provider must make patients and clients aware of the following in writing. You must advise patients and clients, and have them execute a written consent containing the following minimum terms, prior to use of Tridiuum Telehealth:

  •  Tridiuum Telehealth is NOT an Emergency Service and in the event of an emergency, patients and clients must use a phone to call 911 or you or other healthcare provider.

  • Though patients and clients may be in direct, virtual contact with you through the Service, neither Tridiuum nor the Service provides any medical or healthcare services or advice including, but not limited to, emergency or urgent medical services.

  • You as the provider are solely responsible for the delivery of any healthcare, medical advice or care.

  • Your patients and clients should not assume that You have access to any or all of the User Data in the Service, or that such information is current, accurate or up-to-date. Tridiuum is not responsible for your reliance or non-reliance on any information in the Service.

You are solely responsible for the delivery of healthcare and determining whether you are able and/or permitted to do so based on the patient’s location when using the Service for the telehealth session. For each telehealth session, you are solely responsible for: (a) confirming that you have the necessary licenses, patient connections and qualifications to use the Service to deliver the telehealth session; and (b) providing telehealth healthcare and advice using the Service solely within the scope your licenses, qualifications and applicable regulatory requirements.

YOU ACKNOWLEDGE AND AGREE THAT TRIDIUUM IS SOLELY PROVIDING A TECHNOLOGY PLATFORM AND IS NOT PROVIDING MEDICAL ADVICE OR HEALTHCARE SERVICES. TRIDIUUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED – AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY – IN CONNECTION WITH ANY HEALTHCARE SERVICES, MEDICAL ADVICE, PRESCRIPTIONS OR MEDICATION RECOMMENDATIONS DELIVERED THROUGH THE SERVICE.

Telehealth User Data Restrictions

You may not upload, store or share any User Data that violates these Terms of Service or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Data, we may delete or remove User Data at any time and for any reason.

Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using the Tridiuum Telehealth Service. Without limiting the foregoing, you will not:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Service that you are not authorized to access; or

  • Use the Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms of Service.

  • You may only upload, submit or otherwise share User Data that you have all necessary rights to disclose. You may not upload, submit, store or share any User Data that:

    • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;

    • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;

    • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

    • Contains any private or personal information of a third party, a client or patient, without such third party’s consent;

In addition, although we have no obligation to screen, edit or monitor User Data, we may delete or remove or suspend the use of User Data at any time and for any reason.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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, Wilmington. 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, Wilmington. 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.

Class Action Waiver

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.

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.

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.

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.

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

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.

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.

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.

Tridiuum Terms of Service Last Updated/Effective Date: November 30, 2021

 

Privacy Policy

This Privacy Policy describes how Tridiuum Inc (“Tridiuum” or “We” or “Us” or “Our”) uses and discloses the Personal Information you provide to us or that we collect when you use our websites, mobile applications, software, platforms and services (“Services”). Before providing Personal Information to us, please review this Privacy Policy carefully.

Certain Tridiuum Services may use a different privacy policy to provide notice to you about how we us and disclose the Personal Information we collect in the context of that Service. To the extent that we post or reference a different privacy policy, that different privacy policy, not this Privacy Policy, will apply to your Personal Information collected in the context of that Service.

1. Note to our Registered Members

This Privacy Policy does not apply to the Personal Information we may collect about your patients, customers, and clients (“Clients”) in the context of providing services to you. Our treatment of Client Personal Information is governed by our agreements with you, including our Terms of Service and HIPAA Business Associate Agreement, as applicable (our “Agreement”). If any provision in our Agreement conflicts with any provision in this Privacy Policy, the provision in our Agreement will control to the extent of such conflict.

We do not have direct relationships with your Clients. If we receive any inquiries or requests from your Clients about their Personal Information, we will direct those inquiries or requests to you.

2. How We Collect and Use Your Personal Information

“Personal Information” is information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with you or your household, such as your name, email address, IP address, telephone number, and broader categories of information such as your professional, educational or health information, commercial information and internet activity.

In the course of our business and in providing our Services to you, we may collect Personal Information directly from you and automatically through use of cookies and other data collection technologies. We may also collect your Personal Information from third-party sources, such as social media platforms (if you interact with us through your social media account). We will treat Personal Information collected from third-party sources in accordance with this Privacy Policy but we are not responsible for the accuracy of information provided by third parties or for their policies or practices. 

The categories of Personal Information we collect from you depend on your interactions with us. For example, we may collect:

  • Identifiers and contact information, such as your name, email address, mailing address, phone numbers, social security numbers, government-issued IDs (such as driver’s licenses), IP addresses, and unique identifiers such as your usernames and passwords. We collect this information directly from you for the purpose of creating and managing your Tridiuum account (“Account”), for communicating with you, verifying your identity, and providing our Services to you.

  • Professional and employment-related information, such as your business name, your license number, calendar and scheduling information, and other information related to your business. We collect this information directly from you for the purpose of administering your Account and providing you our Services.

  • Audio, electronic and visual information, such as your photograph or image, your voice and other similar information. We process this information to enable your use of our Telehealth service.

  • Internet and other electronic network activity information, such as your interactions with our Services.

  • Commercial information, such as products and services you have purchased from us. We collect this information to maintain registered member records, identify trends in our registered member relationships, and conduct business analytics.

  • Profile information and inferences, such as information about your preferences and characteristics. We collect profile information by drawing inferences from the above categories of Personal Information in order to understand your preferences and tailor our services and communications to you.

In addition to the purposes for collection described above, we also collect your Personal Information for the following general purposes:

  • To maintain and service your Account, including to fulfill your orders, to confirm your orders, to send you requested product and Service information, and to send you product and Service updates;

  • To respond to your customer service requests and address your questions and concerns;

  • To send you newsletters and marketing communications;

  • To administer and improve our Services and marketing efforts, including measuring the effectiveness of the websites, diagnosing problems with our servers, and analyzing traffic;

  • To detect security incidents, to protect against malicious, deceptive, fraudulent or illegal activity, and to comply with our policies and procedures;

  • To comply with our legal, regulatory and risk management obligations, including establishing, exercising and/or defending legal claims.

3. How We Share and Disclose Your Personal Information

We may share your Personal Information in the following circumstances:

  • Publicly, but only with your permission: We may share your Personal Information publicly with your permission. For example, with your permission, we may publicly post your photograph, your name, professional titles, and comments on our websites.

  • To Service Providers: We may share your Personal Information with companies that provide services to us, such as for hosting, marketing and communication services, and payment processing (“Service Providers”). Our policy is to authorize these Service Providers to use your Personal Information only as necessary to provide services for us, and require that they not use or disclose your Personal Information for any other purpose.

  • To third parties outside of Tridiuum:

    • From time to time, we may be required to provide Personal Information to a third party in order to comply with a subpoena, court order, government investigation, or similar legal process.

    • We may also share your Personal Information to third parties, such as law enforcement agencies, when we, in good faith, believe that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request.

    • To any other third party with your prior consent to do so.

  • In a corporate transaction: If Tridiuum is involved in a bankruptcy, merger, acquisition, reorganization, or sale of all or a portion of its assets, we may share or transfer your Personal Information as part of any such transaction.

We do not sell your Personal Information.

4. Access and Choice

Account Settings

If your Personal Information changes, you may modify it by logging into your Account and making the changes in you’re my Profile settings. If you no longer desire our Services you may remove your Personal Information by contacting us at help@tridiuum.com .

Marketing Opt-out Preferences

You can opt out of receiving marketing emails by using the unsubscribe link contained in the email. We may still send you emails about your relationship with us and your transactions, including Account information and alerts, purchase confirmations, and updates to our products, services and policies.

5. Tracking Technologies and Cookies

We use cookies and other tracking technologies to keep, and sometimes track, information about your use of our Services. Cookies are small data files that are sent to your browser from a web server and stored on your computer’s hard drive. Cookies may track where you travel on the Services and what you view. 

We use information gathered from these tracking technologies so that we can analyze trends, administer the Services, track users’ movements around the Services, and gather demographic information about our user base as a whole. We may combine information we obtain through tracking technologies with other Personal Information that we have collected about you in order to make our Services, communications and advertisements more targeted to your interests.  

Most web browsers can be set to inform you when a cookie has been sent to you and provide you with the opportunity to refuse that cookie. If you reject cookies, you may still use our Services, but your ability to use some areas of our Services may be limited. 

Do Not Track

Please note that the Services are not presently configured to respond to DNT or “do not track” signals from web browsers or mobile devices. As such, we do not recognize or respond to Do Not Track requests.

6. Retention and Security

We will retain your Personal Information for as long as your Account is active, as needed to provide you Services, and as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

We follow generally accepted standards to protect the Personal Information submitted to us, both during transmission and once we receive it. For example, when you enter sensitive information (such as your login credentials), we encrypt the transmission of that information using secure socket layer technology (SSL). However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee its absolute security.

7. California Privacy Statement

California residents have certain rights under the California Shine the Light law and the California Consumer Privacy Act (“CCPA”).

CCPA Disclosures 

In general, within the preceding 12 months:

  • We have collected the categories of Personal Information listed in Section 2 above.

  • We have collected these categories of Personal Information directly from you, when you use our Services, and from third parties for the purposes described in Section 2 above.

  • We have disclosed the following categories of Personal Information for business purposes: Identifiers and contact information; professional and employment-related information; commercial information; transactional information; and internet and network activity information.

  • We have not sold your Personal Information.

CCPA Privacy Rights 

As of January 1, 2020, certain California residents are entitled to privacy rights under the CCPA. Customers who wish to exercise these rights should direct their requests to the registered member who controls their Personal Information.    

  • The right to know. You have the right to request to know (i) the specific pieces of Personal Information we have about you; (ii) the categories of Personal Information we have collected about you in the last 12 months; (iii) the categories of sources from which that Personal Information was collected; (iv) the categories of your Personal Information that we sold or disclosed in the last 12 months; (v) the categories of third parties to whom your Personal Information was sold or disclosed in the last 12 months; and (vi) the purpose for collecting and selling your Personal Information.

  • The right to deletion. You have the right to request that we delete the Personal Information that we have collected or maintain about you. We may deny your request under certain circumstances, such as if we need to comply with our legal obligations or complete a transaction for which your Personal Information was collected. If we deny your request for deletion, we will let you know the reason why.

  • The right to equal service. If you choose to exercise any of these rights, we will not discriminate against you in anyway. If you exercise certain rights, understand that you may be unable to use or access certain features of our Services.

You may exercise your right to know and your right to deletion twice a year free of charge. To exercise your right to know or your right to deletion, please contact us at help@tridiuum.com

We will take steps to verify your identity before processing your request to know or request to delete. We will not fulfill your request unless you have provided sufficient information for us to verify you are the individual about whom we collected Personal Information. If you have an Account with us, we will use our existing Account authentication practices to verify your identity. If you do not have an Account with us, we may request additional information about you to verify your identity. We will only use the Personal Information provided in the verification process to verify your identity or authority to make a request and to track and document request responses, unless you initially provided the information for another purpose.

You may use an authorized agent to submit a request to know or a request to delete. When we verify your agent’s request, we may verify both your and your agent’s identity and request a signed document from you that authorizes your agent to make the request on your behalf. To protect your Personal Information, we reserve the right to deny a request from an agent that does not submit proof that they have been authorized by you to act on their behalf.

Shine the Light -  California Residents Only

Tridiuum does not share any of your Personal Information with third parties for their own direct marketing purposes. To request confirmation of this policy please contact us at help@tridiuum.com.

8. Additional Information

Information for Visitors from Outside of the United States

We are committed to complying with this Privacy Policy and the data protection laws that apply to our collection and use of your Personal Information. We are located in the United States, where the laws may be different and, in some cases, less protective than the laws of other countries. By providing us with your Personal Information and using the Services, you acknowledge that your Personal Information will be transferred to and processed in the United States and other countries where we and our vendors operate.

The Services may contain links to other sites that are not owned or controlled by Tridiuum. Please be aware that we are not responsible for the privacy practices of such other sites. We encourage you to be aware when you leave our site and to read the privacy statements of each and every website that collects Personal Information. This Privacy Policy applies only to information collected by our Services

Children’s Privacy

Our Services are not directed to, and we do not knowingly collect any Personal Information from children under 13.

Changes to This Policy

We may update this Privacy Policy to reflect changes to our information practices. If we make any material changes, we will notify you by email (sent to the email address specified in your Account) or by means of a notice on our websites prior to or upon the change becoming effective. We encourage you to review this page periodically for the latest information on our privacy practices.

9. Contact Us

For help with matters not related to exercising your rights under the aforementioned privacy laws, please contact us at Tridiuum Support.

Tridiuum Privacy Policy Last Updated/Effective Date: March 25, 2020