Sedation Sync, Inc.
Effective Date: April 23rd, 2025

1. Acceptance of Terms

By accessing or using the Services, you (“User”) agree to be bound by these Terms of Service (“Terms”). If you do not agree, do not use the Services.

2. Eligibility

You must be (a) at least 18 years old, (b) legally able to form a binding contract, and (c) duly licensed (if representing a dental practice or anesthesiologist) to use the professional portions of the Services.

3. Description of Services

Sedation Sync provides an online marketplace and workflow management system that enables:

• Dental practices to post procedure requests and invite anesthesiologists.
  
  
• Anesthesiologists to review cases, confirm availability, and upload treatment notes.
  
  
• Secure exchange of PHI, billing codes, and consent forms.
  
  

Sedation Sync is not a healthcare provider, insurer, or billing company and does not practice medicine or dentistry. All clinical decisions rest solely with the licensed professionals.

4. Account Registration & Security

You agree to: (i) provide accurate information, (ii) maintain the confidentiality of login credentials, (iii) promptly update any changes, and (iv) notify us of unauthorized use. You are responsible for all activities under your account.

5. HIPAA & Business Associate Agreements

• Dental Practices (“Covered Entities”): You agree to execute our standard Business Associate Agreement (“BAA”) as a condition of uploading PHI.
  
  
• Anesthesiologists (“Business Associates”): You represent that you will handle PHI in compliance with HIPAA and applicable state privacy laws.
  
  

6. Professional Relationships & Disclaimers

Sedation Sync merely facilitates introductions. Any contractual or supervisory relationship is solely between the dental practice and the anesthesiologist. We do not verify clinical competence beyond license checks and certifications uploaded by users.

7. Fees & Payment

Platform fees, subscription tiers, and transaction charges are detailed in your Order Form or pricing page. Payments are processed by Stripe (or successor processor). You authorize Sedation Sync to charge your designated payment method. Late payments may accrue interest at 1.5% per month.

8. Permitted & Prohibited Conduct

You must (a) comply with all laws, including HIPAA, OSHA, DEA regulations, and (b) refrain from:

• Uploading false or misleading information.
  
  
• Infringing third-party IP.
  
  
• Reverse-engineering or scraping our platform.
  
  
• Transmitting malware or spam.
  
  

9. Intellectual Property

The Services, including code, graphics, trademarks, and content, are owned by Sedation Sync or its licensors and are protected by U.S. and international IP laws. We grant you a limited, revocable, non-transferable license to use the Services in accordance with these Terms.

10. Feedback License

If you provide suggestions, you grant Sedation Sync a perpetual, royalty-free, worldwide license to use or incorporate them without compensation.

11. Privacy

Use of the Services is also governed by our Privacy Policy, incorporated by reference.

12. Service Availability & Outages

Sedation Sync uses commercially reasonable efforts to keep the Services available 24 × 7, excluding:

1. Scheduled Maintenance — We will endeavor to give at least 24 hours’ advance notice (via dashboard banner or email) and perform maintenance during low-traffic windows.
   
   
2. Emergency Maintenance — Critical patches may be applied without prior notice to protect security or data integrity.
   
   
3. Force Majeure & Internet Factors — Events beyond our reasonable control (e.g., backbone failures, power outages, natural disasters, denial-of-service attacks).
   
   

No Liability for Outages. Except as expressly set forth in a separate, signed Service-Level Agreement (“SLA”), Sedation Sync is not liable for any interruption, delay, or unavailability of the Services, or for any resulting loss of data, revenue, or profits.

Data Safeguards. We perform regular backups and maintain redundancy; however, you are responsible for keeping independent copies of any critical data uploaded to or generated by the Services.

Outages caused by events described above do not constitute a breach of these Terms.

13. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
SEDATION SYNC DOES NOT GUARANTEE THAT SCHEDULING WILL REDUCE CANCELLATIONS OR INCREASE REVENUE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEDATION SYNC WILL NOT BE LIABLE FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR (B) AGGREGATE LIABILITY EXCEEDING THE GREATER OF (i) $10,000 OR (ii) FEES PAID BY YOU TO SEDATION SYNC IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

You agree to defend, indemnify, and hold harmless Sedation Sync, its affiliates, and their officers, directors, and employees from any claims arising out of (i) your breach of these Terms, (ii) your misuse of the Services, or (iii) your violation of law or third-party rights.

16. Dispute Resolution & Arbitration

Mandatory Arbitration. Any dispute arising out of these Terms will be resolved by binding arbitration under the most current JAMS Comprehensive Rules in Los Angeles County, California. The arbitrator’s decision will be final and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver. You and Sedation Sync agree to bring any claims individually and not as part of a class or representative action.
Opt-Out. You may opt out of arbitration by sending written notice to legal@sedationsync.com within 30 days of your first acceptance of these Terms.

17. Governing Law & Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Subject to Section 16, the state and federal courts in Los Angeles County have exclusive jurisdiction.

18. Termination

Sedation Sync may suspend or terminate your access (i) immediately for breach or (ii) for convenience with 30 days’ notice. Upon termination, Sections 9–20 survive.

19. Modifications to Terms

We may update these Terms by posting a revised version. Material changes become effective 30 days after posting. Continued use of the Services after the effective date constitutes acceptance.

20. Miscellaneous

• Entire Agreement. These Terms and any BAA constitute the entire agreement between you and Sedation Sync.
  
  
• Severability. If any provision is unenforceable, the remainder remains in effect.
  
  
• Assignment. You may not assign your rights without our written consent; we may assign as part of a merger or asset sale.
  
  
• Force Majeure. Neither party is liable for delays caused by events beyond reasonable control.
  
  

21. Contact

Sedation Sync, Inc.
Attn: Legal Department
2760 West Peoria Ave, #1190, Phoenix, AZ 85029, USA
legal@sedationsync.com | +1 (917) 268-4966