1. Acceptance of Terms
These Terms of Service ("Terms") govern your access to and use of the SurroSync platform, website, and services (collectively, the "Services") provided by SurroSync Inc. ("SurroSync," "we," "our," or "us"). By creating an account or using the Services, you agree to be bound by these Terms and our Privacy Policy, which are incorporated herein by reference.
If you are accepting these Terms on behalf of an entity (such as an IVF clinic or surrogacy agency), you represent that you have authority to bind that entity. All references to "you" include you and that entity.
2. Description of Services
SurroSync provides a technology-assisted surrogacy coordination platform, including:
- Intended parent and gestational surrogate matching based on compatibility criteria
- IVF cycle management tools through Clinic Portal (for licensed healthcare providers)
- Escrow milestone management and disbursement coordination
- Document generation (Gestational Surrogacy Agreements, Pre-Birth Orders)
- Clinic and maternity hospital directory with verified data
- Secure encrypted messaging between all parties
SurroSync is a technology platform, not a licensed medical provider, legal practice, or surrogacy agency. We do not provide medical advice, legal counsel, or financial advisory services.
3. Eligibility
You must be at least 18 years of age to use the Services. Surrogates must additionally meet applicable medical eligibility requirements established by the matched IVF clinic. Intended parents must complete KYC identity verification before accessing escrow features.
4. User Accounts
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at security@surrosync.com of any unauthorized access. SurroSync is not liable for losses arising from your failure to secure your credentials.
5. Prohibited Conduct
You agree not to:
6. Payment & Escrow
Certain Services require payment. By providing payment information, you authorize SurroSync (or its third-party payment processor) to charge fees as described at the time of purchase. Surrogacy compensation disbursements are held in escrow and released only upon milestone verification by both parties and SurroSync's escrow administrator. All escrow transactions are subject to the Escrow Agreement presented at account setup.
7. Intellectual Property
All content, trademarks, logos, software, and data on the SurroSync platform are owned by or licensed to SurroSync Inc. You are granted a limited, non-exclusive, non-transferable license to use the Services for their intended purpose. You retain ownership of any documents or personal data you upload, subject to the license you grant us to process and display them in connection with the Services.
8. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SURROSYNC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR MATCH, OUTCOME, OR BIRTH WILL RESULT FROM USE OF THE PLATFORM.
9. Limitation of Liability (Safe Harbor)
SAFE HARBOR — LIABILITY CAP
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SURROSYNC'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE FEES YOU PAID TO SURROSYNC IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $500 USD.
IN NO EVENT SHALL SURROSYNC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, MEDICAL COMPLICATIONS, OR UNSUCCESSFUL REPRODUCTIVE OUTCOMES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow exclusion of certain warranties or limitation of liability for consequential damages; in such jurisdictions, our liability is limited to the fullest extent permitted by law.
10. Indemnification
You agree to indemnify, defend, and hold harmless SurroSync and its officers, directors, employees, and agents from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, or your infringement of any third-party rights.
11. Termination
SurroSync may suspend or terminate your account at any time for violation of these Terms. Upon termination, your right to use the Services ceases immediately. Sections 7–12 survive termination.
12. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of California without regard to conflict-of-law principles. Any dispute not resolved informally within 30 days shall be submitted to binding arbitration under the JAMS Streamlined Arbitration Rules, seated in Los Angeles County, California. Class actions and class arbitrations are waived.
Consent Snapshot Logging
How SurroSync records and preserves your agreement to these Terms.
Each time you accept or re-accept these Terms (including after a material update), SurroSync creates an immutable consent snapshot in our Legal_Consent_Logs table. This log is used to verify informed consent in any legal, regulatory, or dispute-resolution proceeding.
| Column | Type | Description |
|---|---|---|
| user_id | UUID | Pseudonymized identifier linked to account |
| agreed_timestamp | TIMESTAMPTZ | UTC timestamp of the acceptance event |
| ip_address | INET (hashed) | SHA-256 hash of originating IP; not stored in plaintext |
| terms_version | VARCHAR(20) | Semantic version of the Terms, e.g. "2026-06-01" |
| consent_method | ENUM | "checkbox", "biometric", or "e-signature" |
| checksum | SHA-256 | Hash of the full Terms document at time of signing |
Consent logs are write-once, append-only, and retained for the full account lifetime plus 7 years. You may request a copy of your consent record via the DSAR Portal.
13. Changes to Terms
We may modify these Terms at any time. Material changes will be notified via email and an in-app banner at least 14 days before taking effect. Your continued use after the effective date constitutes acceptance. If you do not agree to the changes, you may close your account before the effective date.
14. Contact
Legal inquiries: legal@surrosync.com
SurroSync Inc. · 100 Wilshire Blvd, Suite 1000, Santa Monica, CA 90401