PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING TEMPIDA. DO NOT USE TEMPIDA IF YOU DO NOT AGREE WITH THESE TERMS OF USE.

MedTunnel LLC. (“MT”) operates the tempida.com website and software. This website and software, including all content, features, functionality, programs, applications, or services provided on or through the website are referred to, collectively, in these Terms of Service, as the “Software.” These Terms of Use apply to any use of the Software whether accessed via computer, mobile device, or other technology, manner, or means. By using this Software, you agree that you have read and understand these Terms of Use, and that you agree to these Terms of Use, which are a binding legal agreement between you and MT.
MT operates the Software as a service to assist health care providers in documenting patient information (the “Service”).

You acknowledge and agree that these Terms of Use and any policies, rules, or guidelines governing your use of the Service may be amended at any time by MT. MT will use reasonable efforts to notify you of any changes to the Terms of Use. All such changes are effective 30 days after they are posted on the Software, or sooner if expressly agreed by you.

1. Accounts; Use of the Software.
1.1. In order to use the Software, a user (“User”) must create an account with the Service. By registering with the Service, the User creating the account represents, warrants, and to agree to these Terms of Service their behalf. In these Terms of Service, “you” refers to the User who agrees to be bound by these Terms of Use.

1.2. You will only use the Service for the purposes for which it has been designed and for your benefit. The Service will not be used for sending unsolicited templates or marketing materials (“Spam”). MT reserves the right to deactivate and remove from the software any User who violates this terms at MT’s sole discretion.

1.3. The Service is available only to persons who can form legally binding contracts under applicable law. The Service is not available to individuals under the age of 18. If you do not qualify, you may not use the Service. By using the Software, you represent that you are at least 18 years of age.

1.4. You use the Service at your own risk. You agree that you are responsible for ensuring and maintaining the security of your logins and passwords.

1.5. No verification of uploaded content. You acknowledge thatMT does not verify or guarantee the validity or accuracy of any of the data or templates uploaded by Users to the Service. Any and all data uploaded must be verified by you prior to use. You agree that MT shall not be held liable for any inaccuracies of any data or templates uploaded by users to the Service.

1.6. You will not include any patient identifying information in templates uploaded to the Service such as a patient’s name, date of birth, medical record number, or other patient identifying information.

1.7. You agree that any suggested CPT codes presented by the software are only suggestions and may not represent the actual CPT code that can be billed. You agree that solely you, and not MT, will be liable for any inaccuracies for any billed codes.

1.8. MT may discontinue or revise any or all aspects of the Service at its sole discretion.

2. Intellectual Property Rights.

2.1. MT allows you to upload and store templates for documenting medical documents. Templates can be uploaded by the User to either a public or private area of the Software. All templates stored in the private area of the Software will be the ownership of the User who uploaded the template. The User acknowledges that all templates uploaded to the public area of the Software will be freely and publicly available for viewing, use, and re-distribution by either MT or other Users of the Software, and that the User releases all rights to templates uploaded to the public area.

2.2. MT owns the tempida.com website and Software, and you agree that you hold no right, title, or interest in the site or Software. Other than your Data stored in the private area, the content of the Software (the “Content”) and all intellectual property rights therein are owned by MT and/or its licensors and are protected by applicable U.S. and international copyright and other intellectual property laws. Content is subject to change or termination without notice in the editorial discretion of MT. All rights not expressly granted herein are reserved to MT and its licensors. Subject to these Terms of Use, MT hereby grants you a limited, revocable, non-exclusive, worldwide, non-transferable right and license to view or download a copy of the Content. Any use of the Content not expressly permitted by these Terms of Use is a breach of these Terms of Use. All trademarks, logos, and service marks displayed on the Software, whether registered or unregistered, are owned exclusively by MT, its affiliates, or other third parties. Nothing contained in these Terms of Use, nor your use of the Content, will be construed as granting you any license or right in or to any trademark, logo, or service mark.

3. Prohibited Uses.
3.1. You will not upload data or templates to the Service other than for the intended use of the Service. The intended use will be determined by MT at its sole discretion.

3.2. You will not remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Software or interfere with or damage operation of the Software or use of the Content, or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

3.3. MT reserves the right, at its sole discretion, to terminate the account of any user that MT feels is violating this Terms of Use. An account termination will result in the permanent loss of any templates uploaded by the offending User to the Service.

4. Reference Softwares.
The Software may include links or references to other external websites or services solely as a convenience to users (“Reference Softwares”). Links on Reference Softwares may lead to resources located on servers maintained by third parties over which MT has no control. MT does not endorse any such Reference Softwares or the information, materials, products, or services contained on or accessible through Reference Softwares. Access and use of Reference Softwares, including the information, materials, products, and services on or available through Reference Softwares is solely at your own risk, and MT makes no warranties, express, statutory, or implied, with respect to the Reference Softwares. You acknowledge and agree that MT will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, materials, products, or services contained on or accessible through Reference Softwares.

5. Compliance with Law.
5.1. You agree to comply with all applicable laws, rules, and regulations applicable to the use of the Service.

5.2. You acknowledge that MT does not provide clinical services to patients, is not engaged in the practice of medicine, and does not verify or approve the provider information or credentials provided as part of the Services. In addition, nothing in the operation of the Service removes your obligation to exercise independent medical judgment in providing care to patients.

6. Representations and Warranties. You represent and warrant the following:
6.1. The Data you provide to MT is complete and accurate in all material aspects, and MT is entitled to present the Data on the Software, with no independent obligation to verify or confirm its accuracy or completeness, and third parties may rely on its accuracy in making medical decisions.

6.2. You have all right and authority required to create an account with the Service on behalf of your Practice and Providers and to agree to these Terms of Use.

7. Warranty Disclaimer; Limitation of Liability; Indemnification.
7.1. YOUR USE OF THE SERVICE AND ANY RELIANCE ON THE SERVICE, INCLUDING ANY ACTION YOU TAKE BASED ON THE INFORMATION OBTAINED WHEN USING THE SERVICE, IS AT YOUR OWN RISK. MT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE INFORMATION THAT MAY BE OBTAINED FROM USE OF THE SERVICE, INCLUDING ACCURACY AND COMPLETENESS. THE SERVICE IS PROVIDED “AS IS,” AND MT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

7.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MT OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “MT”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF MT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. NOTWITHSTANDING THE FOREGOING, IN THE EVENT MT IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF MT TO YOU WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID TO PARTICIPATE IN THE SERVICE DURING THE TWELVE MONTH PERIOD PRIOR TO THE DETERMINATION OF LIABILITY (WHICH MAY BE ZERO). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

7.3. You agree to indemnify and hold harmless MT, its affiliates, service providers, employees, agents, licensors, and partners from any claims, losses, damages, liabilities, and costs including legal fees and expenses, arising out of your use or misuse of the Software and the Content, any violation by you of these Terms of Use, or any breach of the representations, warranties, and covenants made by you herein. MT reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify MT, and you agree to cooperate with MT’ defense of these claims. MT will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

8. General.
These Terms of Use constitute the entire agreement between you and MT and govern your use of the Software and the Content, superseding any prior agreements between you and MT (including, but not limited to, any prior versions of the Terms of Use) and any prior representations by MT. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use. These Terms of Use will be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts of law principles. The failure of MT to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought against MT and its affiliates, service providers, employees, agents, licensors, and partners, arising out of or related to use of the Software or the Content or the Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.