TERMS OF SERVICE
Pacific Crest Dental Alliance
Effective Date: [INSERT DATE] Last Updated: [INSERT DATE]
1. Agreement to Terms
These Terms of Service ("Terms") form a binding agreement between you ("you," "your," or "User") and [LEGAL ENTITY NAME], doing business as Pacific Crest Dental Alliance ("PCDA," "we," "us," or "our"), governing your access to and use of the website located at www.pcdentalalliance.com and any related pages, content, forms, communications, and services (collectively, the "Site" and "Services"). By accessing the Site, submitting information through it, purchasing any product or membership offered on it, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, Refund Policy, and Shipping & Delivery Policy, each of which is incorporated here by reference (together with these Terms, the "Agreements"). If you do not agree to these Terms, do not access or use the Site or Services. If you are entering into these Terms on behalf of a dental practice, professional corporation, partnership, or other entity, you represent that you have the authority to bind that entity, and "you" refers to both you individually and that entity.
2. Eligibility
You must be at least 18 years old and legally able to enter into a binding contract to use the Services. The Services are intended for licensed dental professionals and owners of dental practices located in the United States. The Site is not directed to consumers or dental patients, and nothing on it constitutes an offer of dental care or treatment. We reserve the right, in our sole discretion, to refuse, suspend, or terminate access to the Site or Services to any person or entity for any lawful reason.
3. Description of the Services
PCDA is a doctor-led affiliation of independent dental practices organized around the goal of coordinating a potential future group transaction, together with certain informational and member benefits, which may include group purchasing arrangements, financial benchmarking materials, and peer networking opportunities (collectively, the "Member Benefits"). The Site itself is informational and transactional in nature only. It exists to describe PCDA, collect inquiries, and process membership initiation fees. The Site is not the agreement under which any practice is sold, valued, or acquired, and it does not create any right to participate in any transaction. Any actual membership in PCDA, any participation in any group transaction, and any economic terms (including any multiple, floor, minimum, equity participation, or upside) are governed exclusively by one or more separate, definitive written agreements executed by you and PCDA or its affiliates (each, a "Definitive Agreement"). In the event of any conflict or inconsistency between the Site, these Terms, any marketing material, and a Definitive Agreement, the Definitive Agreement controls. We may modify, suspend, add to, or discontinue any part of the Services, including any Member Benefit, at any time.
4. No Offer of Securities
Nothing on the Site, in these Terms, or in any PCDA marketing material constitutes an offer to sell, or a solicitation of an offer to buy, any security, equity interest, membership interest, partnership interest, or investment product, nor does it constitute an offer to sell or purchase any dental practice or the assets of any dental practice. Any such offer, if made at all, would be made only through a Definitive Agreement and, where applicable, in accordance with all applicable federal and state securities laws, and only to persons who satisfy applicable eligibility requirements (which may include accredited investor status). Any references on the Site to "equity participation," "upside," "founding member" advantages, or similar concepts are general descriptions of a concept under consideration and are not offers, commitments, or entitlements.
5. No Professional Advice; No Guarantee of Results
a. Not advice. All content on the Site and all Member Benefits are provided for general informational purposes only. PCDA is not your attorney, accountant, tax advisor, broker-dealer, investment adviser, or fiduciary, and nothing on the Site creates any such relationship. Nothing on the Site constitutes legal, tax, accounting, financial, investment, valuation, appraisal, brokerage, or dental practice-management advice. You should consult your own independent legal, tax, financial, and valuation advisors before making any decision regarding your practice.
b. Illustrative figures. Any figures, multiples, ranges, valuations, EBITDA calculations, benchmarks, comparisons, projections, or estimates appearing on the Site — including but not limited to references to solo-practice multiples, group multiples, minimum or "floor" multiples, and cost savings — are illustrative, forward-looking, and based on assumptions, market conditions, and third-party data that may prove inaccurate or may change. They are not promises, warranties, guarantees, appraisals, or commitments of any kind.
c. No guaranteed outcome. PCDA does not guarantee: (i) that any group transaction will ever occur; (ii) that you will be accepted into or remain in the Alliance; (iii) the timing, structure, pricing, or terms of any transaction; (iv) that you will receive any particular multiple, purchase price, equity, upside, or return; (v) any level of cost savings, EBITDA improvement, or practice performance; or (vi) the existence, availability, or continuation of any buyer, counterparty, or capital source. Past results and market comparables are not indicative of future outcomes. Any economic terms described on the Site are contingent upon, and effective only if and to the extent set forth in, a fully executed Definitive Agreement and the closing of an actual transaction.
d. Forward-looking statements. Statements on the Site that are not statements of historical fact are forward-looking statements. Actual results may differ materially. PCDA undertakes no obligation to update any forward-looking statement.
6. Your Independence; No Partnership or Control
Participation in PCDA, and use of the Services, does not transfer any ownership of your practice, and does not give PCDA any right to control your practice, your clinical judgment, your staffing, your protocols, your fees, or your patient relationships. You remain solely responsible for the ownership, operation, clinical care, compliance, licensure, and legal obligations of your practice, including compliance with HIPAA, state dental practice acts, corporate-practice-of-dentistry restrictions, fee-splitting and anti-kickback laws, employment law, and all other applicable law. Nothing in these Terms creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship between you and PCDA. Neither party may bind the other.
7. Fees and Payment
a. Initiation Fee. Certain products, including the membership initiation fee (the "Initiation Fee"), are offered for purchase through the Site at the prices displayed at the time of purchase. All prices are in U.S. dollars.
b. What the fee is and is not. Payment of the Initiation Fee does not, by itself: (i) constitute acceptance into the Alliance; (ii) create any membership, equity, ownership, or economic interest in PCDA or in any transaction; (iii) obligate PCDA to admit you; or (iv) obligate you to sell your practice. Admission is subject to PCDA's review, diligence, and sole discretion, and to execution of a Definitive Agreement.
c. Authorization. By submitting payment information, you represent that you are authorized to use the payment method and you authorize us and our third-party payment processors to charge the full amount to that method. You are responsible for all applicable taxes.
d. Refunds. All refund and cancellation terms are governed by our separate [Refund Policy], which is incorporated into these Terms by reference.
e. Delivery. PCDA sells no physical goods and ships nothing. Delivery of all products and Services is electronic. See our separate [Shipping & Delivery Policy].
f. Chargebacks. You agree to contact us before initiating a chargeback. Fraudulent or bad-faith chargebacks may result in termination of access and collection of amounts owed.
8. Applications, Submissions, and Accuracy of Information
If you submit an inquiry, application, financial information, practice data, or other materials (collectively, "Submissions"), you represent that all information provided is true, accurate, complete, and not misleading, and that you have the right to provide it. You agree to promptly update any information that becomes inaccurate. Do not submit patient information. You must not transmit to PCDA any protected health information ("PHI"), individually identifiable patient information, or any other information whose disclosure would violate HIPAA or any other privacy law. Any financial or operational data you provide must be de-identified and aggregated. You grant PCDA a non-exclusive, worldwide, royalty-free license to use, store, reproduce, and process your Submissions for the purpose of evaluating your practice, providing the Services, and, in aggregated and anonymized form, for benchmarking and analytics. PCDA may use aggregated, de-identified data for any lawful business purpose.
9. Confidentiality
Information that PCDA designates as confidential, or that a reasonable person would understand to be confidential — including benchmarking data, member information, transaction terms, buyer identities, and financial models — is confidential. You agree not to disclose it to third parties without PCDA's prior written consent, except to your own professional advisors bound by confidentiality obligations, or as required by law. Confidentiality obligations running in your favor, if any, will be set forth in a separate non-disclosure agreement or Definitive Agreement.
10. Acceptable Use
You agree not to:
Use the Services for any unlawful, fraudulent, or unauthorized purpose;
Misrepresent your identity, licensure, practice ownership, or financial condition;
Access, tamper with, probe, scan, or test the vulnerability of the Site or its systems;
Use bots, scrapers, crawlers, or other automated means to access or extract data from the Site;
Upload viruses, malware, or any harmful code;
Interfere with or disrupt the Site, its servers, or its networks;
Attempt to gain unauthorized access to any account, system, or data;
Reproduce, resell, republish, or commercially exploit any part of the Site or its content without our prior written permission;
Reverse engineer, decompile, or attempt to derive source code from any part of the Services;
Use the Services to compete with PCDA or to solicit PCDA's members, prospects, or counterparties; or
Use the Services in violation of any applicable law, including securities, healthcare, privacy, and anti-kickback laws.
11. Accounts and Security
If you create an account, you are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us immediately at [CONTACT EMAIL] of any unauthorized use. We are not liable for any loss arising from unauthorized use of your account.
12. Intellectual Property
The Site and all of its content — including text, graphics, logos, images, page layouts, data compilations, benchmarking frameworks, and software — are owned by PCDA or its licensors and are protected by U.S. and international copyright, trademark, trade dress, and other intellectual property laws. "Pacific Crest Dental Alliance," the PCDA logo, and related marks are trademarks or service marks of PCDA. Nothing on the Site grants you any license or right to use any PCDA mark without our prior written permission. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your own internal, non-commercial evaluation purposes. All rights not expressly granted are reserved.
13. Feedback
If you send us suggestions, ideas, or feedback about the Services, you grant PCDA a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose, without compensation or attribution to you.
14. Third-Party Sites, Services, and Content
The Site is hosted on and may be supported by third-party platforms (including website hosting and payment processing providers), and may contain links to third-party websites or reference third-party data, publications, or market information. PCDA does not control and is not responsible for the content, accuracy, policies, availability, or practices of any third party. Links are provided for convenience only and do not constitute endorsement. Your dealings with any third party are solely between you and that third party. Third-party payment processing is subject to that processor's own terms and privacy policy.
15. Privacy
Our collection, use, and disclosure of information is governed by our separate [Privacy Policy], which is incorporated into these Terms by reference. By using the Services, you agree to the Privacy Policy.
16. Electronic Communications and Consent
By providing your email address or phone number, you consent to receive communications from PCDA electronically, including administrative messages, transaction-related messages, and marketing communications, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. If you provide a telephone number, you consent to receive calls and text messages from PCDA and its representatives at that number, including via automated means, for purposes related to your inquiry and membership. Consent is not a condition of any purchase. Message and data rates may apply. You may opt out of marketing emails at any time by using the unsubscribe link, and out of text messages by replying STOP.
17. Disclaimer of Warranties
THE SITE, THE SERVICES, THE MEMBER BENEFITS, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, PCDA DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PCDA DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PCDA MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY VALUATION, MULTIPLE, BENCHMARK, PROJECTION, ESTIMATE, OR MARKET DATA APPEARING ON OR PROVIDED THROUGH THE SITE, OR AS TO THE OCCURRENCE, TIMING, OR TERMS OF ANY TRANSACTION. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
18. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, PCDA AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, ADVISORS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST OR DIMINISHED PRACTICE VALUE, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, ANY MEMBER BENEFIT, OR ANY ACTUAL OR CONTEMPLATED TRANSACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF PCDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PCDA AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE OR SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO PCDA THROUGH THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). These limitations apply to the maximum extent permitted by law, are a fundamental element of the bargain between the parties, and survive any failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you. Nothing in these Terms limits liability for fraud, willful misconduct, or any liability that cannot lawfully be limited. These limitations apply to your use of the Site and Services. Liability arising under a Definitive Agreement is governed by that Definitive Agreement.
19. Indemnification
You agree to defend, indemnify, and hold harmless PCDA and its affiliates, officers, directors, members, managers, employees, agents, and advisors from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of or access to the Site or Services; (b) your breach of these Terms; (c) your violation of any law or the rights of any third party; (d) the accuracy or completeness of your Submissions; (e) the operation of your dental practice; or (f) any PHI or patient information you transmit to PCDA in violation of Section 8. PCDA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense.
20. Term and Termination
These Terms remain in effect while you use the Site or Services. We may suspend or terminate your access to the Site or Services at any time, with or without notice, for any reason, including any suspected breach of these Terms. Upon termination, all rights granted to you cease immediately. Sections 4, 5, 6, 8, 9, 12, 13, 17, 18, 19, 21, and 22 survive termination. Termination of Site access does not terminate any Definitive Agreement, which is governed by its own terms.
21. Dispute Resolution; Binding Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
a. Informal resolution. Before filing any claim, you agree to first contact us at [CONTACT EMAIL] and attempt in good faith to resolve the dispute informally for at least sixty (60) days.
b. Binding arbitration. Except as set out in subsection (e), any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services shall be resolved by final and binding arbitration administered by [JAMS / the American Arbitration Association] under its then-current commercial arbitration rules. The arbitration shall be conducted by a single arbitrator in [COUNTY], [STATE], or by videoconference. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act.
c. Class action waiver.YOU AND PCDA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative proceeding.
d. Jury trial waiver. To the extent any claim proceeds in court, you and PCDA each waive any right to a trial by jury.
e. Exceptions. Either party may (i) bring an individual claim in small claims court, and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
f. Opt-out. You may opt out of this arbitration agreement by sending written notice to [CONTACT EMAIL / MAILING ADDRESS] within thirty (30) days of first accepting these Terms. Opting out does not affect any other provision of these Terms.
g. Time limit. Any claim must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.
22. Governing Law and Venue
These Terms and any dispute arising out of them are governed by the laws of the State of [STATE, e.g., California], without regard to its conflict-of-laws principles. Subject to Section 21, you consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY], [STATE].
23. Changes to These Terms
We may revise these Terms at any time by posting an updated version on the Site and updating the "Last Updated" date. Material changes will be communicated by reasonable means, which may include email or a notice on the Site. Your continued use of the Site or Services after the effective date of the revised Terms constitutes your acceptance. If you do not agree to the revised Terms, you must stop using the Services.
24. General Provisions
a. Entire agreement. These Terms, together with the Privacy Policy, Refund Policy, and Shipping & Delivery Policy, constitute the entire agreement between you and PCDA regarding the Site and Services, and supersede all prior or contemporaneous understandings, communications, and marketing statements on that subject. This section does not supersede any Definitive Agreement.
b. No reliance. You acknowledge that you have not relied on any statement, representation, projection, or promise not expressly set forth in these Terms or in a Definitive Agreement.
c. Severability. If any provision is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force. If the class action waiver in Section 21(c) is held unenforceable as to a particular claim, that claim shall proceed in court and the remainder of Section 21 shall remain in effect.
d. No waiver. No failure or delay in exercising any right is a waiver of that right.
e. Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.
f. Force majeure. PCDA is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, utility or internet failures, cyberattacks, government action, or changes in market or credit conditions.
g. Headings. Headings are for convenience only and have no legal effect.
h. Notices. Notices to PCDA must be sent to [MAILING ADDRESS] and [CONTACT EMAIL]. Notices to you may be sent to the email address associated with your account or Submission.
25. Contact Us
Pacific Crest Dental Alliance [LEGAL ENTITY NAME] [MAILING ADDRESS] Email: drfrey@pcdentalalliance.com Phone: (818) 601-2253