a. Mutual Agreement to Arbitrate. The Client(s) and CryoFuture mutually agree to resolve any disputes arising out of or related to the Client(s)’s participation in the Program, including but not limited to claims related to the loss, damage, or temperature mismanagement of fertility specimens as described herein (“Dispute”), exclusively through final and binding arbitration, rather than in court, except as stated below. This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply to any and all claims arising out of or relating to the contract, the Client(s)’s engagement with the Program, the termination of such engagement, and all other aspects of the Client(s)’s relationship with CryoFuture, past, present or future, including any family members, beneficiaries, or anyone who can legally stand in the shoes of Client(s).
b. Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, which are available on the AAA website at www.adr.org. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The parties agree that the arbitrator shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including whether any claim is subject to arbitration. The arbitration will be held to the extent permitted by the AAA rules and procedures or applicable laws in California.
c. Arbitration Fees and Awards. The payment of filing and arbitration fees will be governed by the relevant rules of the arbitral forum. In the event the Client(s) is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, CryoFuture will pay as much of the Client’s(’) filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Client(s) agree(s) to reimburse any filing and hearing fees paid by CryoFuture on the behalf of Client(s) should CryoFuture be determined the victor or winner of the arbitration.
e. Severability and Survival. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of the Client’s(’) relationship with CryoFuture.
f. Modification. Notwithstanding any provision in this Agreement to the contrary, the parties agree that if CryoFuture makes any future material change to this Arbitration Agreement, it will not apply to any individual claim of which the Client(s) had already provided notice to CryoFuture.