CLIENT SERVICE AGREEMENT – FOR SEMEN COLLECTION AND STORAGE This Agreement is entered into between the undersigned semen depositor (hereinafter the “Client” or “You” or “Your”) and CryoChoice, LLC (hereinafter referred to as “CryoChoice” or “We” or “Our” or “Us”), and in consideration of the promises and covenants set out below, the parties agree as follows:
1. Client’s Duties and Responsibilities. The Client is responsible for collecting and shipping his semen according to and in compliance with CryoChoice’s instructions that are included in the collection kit which We will supply to You. Following collection, the Client will ship the semen using the shipping label and collection kit provided by CryoChoice and the delivery service designated by CryoChoice. The Client is responsible for making sure the Semen Banking Collection Worksheet is completely filled out and returned with the semen so Your semen can be properly identified and stored by the laboratory. Failure to return a fully completed Collection Worksheet with Your semen could result in Your semen not being stored by the laboratory or being stored in such a way that it cannot be positively identified or located in the future when needed. The Client is responsible for following all enclosed instructions and properly packing the semen for shipment to the laboratory. The Client expressly acknowledges that successfully collecting and transporting the semen is a crucial part of successfully cryopreserving Your semen, and the failure to follow the collection or transportation instructions may result in the laboratory being unable to properly identify or process or store Your semen at all or may result in diminished clinical results or outcomes.
2. Testing and Storage of Semen. Upon receipt at our laboratory, the semen will undergo various tests in accordance with applicable laws, regulations and industry standards. Blood tests, including but not limited to Hepatitis B, Hepatitis C, HIV 1 & 2, Human T-cell Lymphotropic Viruses (HTLV), cytomegalovirus and syphilis may be required in order to store Your Semen or to release Your semen from storage. You understand there are risks to having Your blood drawn including without limitation bruising, discomfort, nerve damage, redness or inflammation around the needle site. CryoChoice may not be able to store Your semen or release stored semen if any of the blood tests are reactive or positive. If the semen is eligible for processing and storage, Our laboratory will process and store the semen at cryogenic temperatures pursuant to normal and customary industry procedures applicable at the time. You understand it is not known at this time how long semen can safely and effectively be stored using this process. You understand and acknowledge under some circumstances, the laboratory may require You to complete health questionnaires and undergo new testing or retesting of Your semen or Your blood for infectious diseases or other tests as may be required by Us. These new or additional requirements may become necessary after Your semen has been processed, frozen and stored. If new or additional testing is required, You acknowledge Your semen or blood must undergo such tests within 90 days after written notice from CryoChoice. Failure to comply with such notice or failure to reimburse CryoChoice for any costs associated with these additional requirements will result in the termination of this Agreement. CryoChoice reserves the right, at Our discretion, with or without notice, to transfer Your semen to another storage facility during the term of this Agreement at Our expense.
3. Termination of The Agreement
3.1. Termination or Transfer By Client. The Client may terminate this Agreement at any time by giving written notice to CryoChoice at least 90 days prior to the effective date of such termination. If the Client decides to terminate this Agreement, the Client will not be entitled to a refund of any amounts previously paid under this Agreement. When termination occurs either by You or Us, and regardless of the reason for termination, there will be an account termination fee that You must pay in full prior to Us proceeding with the termination of Your account. The amount of this fee can be found in our web site’s FAQ’s section. The written notice of Your intent to terminate this Agreement must be completed on Our account termination form(s) which will be provided to You upon Your request. Your signature on this form must be notarized. Once we receive Your completed termination paperwork, and all amounts due by You have been paid, CryoChoice in its sole discretion shall have the absolute and unfettered right to immediately dispose the semen without further notice to You or continue to store Your semen until a future date when it may then be disposed of. If You elect to have Your Semen transferred to a different facility, You will be responsible for any and all transfer fees, costs or expenses relating to the transfer of the semen, including but not limited to preparation of the semen for transfer and all shipping costs. These must be fully paid prior to any transfer or release of any sample. Before You wish to transfer Your sample(s) please contact Us for our current fees, costs and expenses.
3.2. Termination by CryoChoice. CryoChoice shall have the right to terminate this Agreement at any time if the Client is in breach of any provision of this Agreement and said breach continues for a period of thirty (30) days after CryoChoice gives You written notice or notice by email of said breach. Upon termination of this Agreement pursuant to this section, any remaining semen being stored by CryoChoice shall become the sole and exclusive property of CryoChoice, and CryoChoice in its sole discretion shall have the absolute unfettered right to either continue storing or immediately destroy the semen or destroy the semen at a later date without further notice to You, Your estate, heirs, successors, beneficiaries or anyone else who may or does claim an interest in Your Semen.
3.3. Death of Client. CryoChoice’s right to terminate this Agreement for breach of any provision, including non-payment, continues even after Client’s death. Client agrees to make whatever arrangements You deem necessary so Your estate, heirs, successors, beneficiaries or anyone else who may have an interest in Your semen will take the appropriate action to notify CryoChoice of Your death and to request an assignment of this contract pursuant to Section 7. Any changes to ownership or title of, or transfer of, the semen after your death, must be by an official court order.
3.4. Change of Name or Gender. If you change Your name or Gender, You agree to notify Us within 30 days and provide Us with all related court or administrative orders and paperwork relating to this. If you do not, We may not be able to properly identify You as the owner of Your semen, and We may not be able to continue storing or release Your semen.
4. Retrieval / Release of Sample. You shall have the right to obtain Your semen at any time provided: (1) You give written notification to CryoChoice at least thirty (30) days in advance of the date needed; (2) the written notice includes the date of transfer and the name, address and telephone number of the person/entity who shall take possession of the semen; and (3) all fees, expenses and costs (including preparation, shipping and transfer costs) due to CryoChoice are paid in full prior to the transfer date. Please contact Us for our current fees, expenses and costs. Your semen can only be transferred to another duly registered and licensed storage facility or medical practice recognized as such by Us. The receiving facility or practice must provide Us with all appropriate and necessary medical orders and paperwork. You must complete all Our forms or other forms required by law or industry standards prior to the release of Your semen.
5. Fees. The Client has selected either full payment or a payment plan as set forth on the attached Enrollment Form which is incorporated herein and made a part of this Agreement. CryoChoice reserves the right to change Your annual storage fee with or without prior notice to reflect any market changes or cost increases.
6. Term of Agreement. The Term of this Agreement shall commence upon the date written next to the CryoChoice Representative’s signature below or when electronically accepted by Us. This Agreement shall remain in force for one year unless you have prepaid for more than one year of storage. If you have, the term of this Agreement will be equivalent to the length of prepaid storage You have paid for. In either event it shall thereafter renew automatically for additional one year periods unless either party notifies the other in writing of their intent not to renew this Agreement according to Section 3 above.
7. Assignment. This Agreement is not assignable by the Client without notice to and written consent from CryoChoice. CryoChoice may delegate its responsibilities hereunder to one or more subcontractors who perform similar services as part of their regular business activities. We typically contract with third parties to process and store Your semen. CryoChoice may assign this Agreement to any partnership, association, individual, corporation or other entity that provides similar services or intends, after such assignment, to provide such services.
8. No Warranty or Guarantee; Limitation of Liability. You acknowledge neither CryoChoice nor the laboratory nor any of their respective officers, directors, shareholders, employees, agents or consultants have made any representations, guarantees or warranties, express or implied, to You of any type or nature. Without limiting the generality of the foregoing, there have been no representations, warranties or guarantees with respect to (i) suitability of semen for future inseminations or pregnancies; (ii) any advantage(s) of using semen that has been cryopreserved over other clinical means of insemination; (iii) the merchantability or fitness for a particular purpose or use of any product or service hereunder. CryoChoice shall not be liable for any delay or failure to perform per the terms of this Agreement caused by Acts of God or other causes beyond the parties’ control and without fault or negligence on behalf of CryoChoice. The Client agrees any claim against CryoChoice or the laboratory or the assignee of either, including but not limited to any claim for loss, injury, damage or destruction for whatever reason shall be limited to the total amount of fees paid by the Client to CryoChoice under this Agreement. The Client hereby releases CryoChoice and its officers, directors, shareholders, employees, agents, affiliates, successors and assigns from any and all other liability for any and all loss, harm, damage or claim of any kind arising out of or related in any way to CryoChoice’s acts or omissions related to this Agreement to the extent that such loss or damage exceeds the amount that the Client has paid to CryoChoice. The Client understands that by making this release the Client is giving up any right that might exist either now or in the future to sue or otherwise seek money damages or other relief against CryoChoice for any reason relating to the services provided, with the sole exception of seeking a return of any moneys paid under the Agreement. You understand and acknowledge that semen transported by overnight courier will likely yield lesser clinical results including but not limited to, lower motility and lower total sperm count than semen collected, processed and stored at the same location not requiring overnight transport.
9. Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its principles of conflicts of laws. Any controversy, claim or dispute arising out of or relating to this Agreement and/or the performance or breach thereof shall be submitted to binding arbitration with the American Arbitration Association in Atlanta, Georgia in accordance with the then prevailing rules for commercial arbitration. Arbitration shall be by a single arbitrator, reasonably acceptable to both parties, who shall be selected in accordance with AAA rules for selection of a single arbitrator. The decision of the arbitrator shall be final, binding and conclusive on the parties and may be entered and enforced to the fullest extent permitted by law in any court of competent jurisdiction. By signing this Agreement, Client voluntarily consents to the jurisdiction of the Courts of Georgia with respect to any dispute arising out of this Agreement and hereby expressly waives any jurisdictional defenses.
10. Notices. All notices (unless otherwise specified above) given in connection with this Agreement shall be in writing and must be made either by hand delivery, certified mail return receipt, or by commercial overnight delivery service such as FedEx with proof of signature required. All such notices shall be deemed to have been given on the date of receipt as evidenced by the signature of the recipient or if delivered in person on the date physically delivered. Both parties agree to promptly notify the other within 30 days in the event of a change in the current address at any time during the term of this Agreement.
11. Waiver. Failure of any party to enforce a right, power or option under this Agreement shall not constitute a waiver by such party of its rights at any to time to require exact and strict compliance with any or all of the provisions herein.
12. Miscellaneous. This Agreement contains the entire agreement between the parties, and there are no understandings, agreements, or representations other than as set forth herein. The Parties expressly agree that there are no other intended beneficiaries to this Agreement other than the parties themselves. No modification, amendment or waiver of any provision of this Agreement, nor any consent to any departure by any party from the terms hereof, shall be effective unless the same be in writing and signed by all parties hereto. This Agreement shall be considered severable, and may be executed in one or more counterparts.
I have read and understand the above agreements, consents, limitation of liability and releases, and know the services described above are totally voluntary and elective on my part. I have discussed the services with my healthcare provider, and I have signed this Agreement freely and voluntarily. By signing this Agreement, I hereby acknowledge that I am giving up legal rights I might otherwise have had. By clicking the “I Agree” button, I hereby affix my signature in accordance with Georgia’s Uniform Electronic Transactions Act, O.C.G.A. § 10-12-1, et. seq.,, signifying my consent and fully binding me to this agreement.
Form Number: B.1-2 Rev. 10/10/2018