Safeguarding Your Frozen Specimens with Unmatched Assurance
CryoFuture's Transport Protection Program
Terms
1. Protection
CryoFuture’s Specimen Transfer Protection Program (The “Program”) provides a service guarantee for the safe transit of Client’s(‘) fertility specimens. The Program offers, through a service guarantee, reimbursement to the Client(s) for the cost of fertility treatment subject to the limits selected and the reimbursement, against the following:
a. Lost specimens during transit;
b. Specimens made inviable due to a Damaged Shipper Tank. “Damaged Shipper Tank” is defined as a shipper tank that has sustained physical deformation to its external structure, such as dents or a broken shell, severe enough to result in a compromise of its structural integrity. This deformation must be of a magnitude that it causes a leak of the cooling agent that causes sustained temperatures of above -130 degrees Celsius in the shipper tank, or a deformation significant enough to result in the breaking of the canes or straws housed within the tank, provided that such breakage is directly attributable to the deformation and not pre-existing conditions prior to shipment as determined by CryoFuture or its affiliates; and
c. Specimens made inviable due to sustained temperatures of above -130 degrees Celsius during transit.
2. Exclusions
The Program does not cover the following:
a. Damages or losses arising from terrorism or terrorist-related incidents.
b. Damages or losses resulting from natural disasters including but not limited to earthquakes, floods, hurricanes, tsunamis, and other acts of God.
c. Damages or losses caused by war, civil unrest, or other large-scale disruptions.
d. Losses due to incorrect address or contact information provided by The Client(s).
e. Damages or losses that arise from the intentional misconduct or negligence of The Client(s).
f. Specimens which are not packed, stored, or shipped as per the guidelines provided by CryoFuture, Inc. (“CryoFuture”).
3. Claims Process
The claims process involves the following steps:
a. Notification of Claim: The Client(s) must notify CryoFuture by phone at (650) 437-0503, via email at [email protected], or via U.S. mail at 2311 Palm Ave. San Mateo, CA 94403 of the loss, damage, or temperature deviation event within 3 calendar days of the Client(s) becoming aware of such an event. The notification shall include a preliminary description of the incident.
b. Collaboration with Clinics: CryoFuture will collaborate with the involved sending and/or receiving clinic, along with any third-party courier services, to ascertain and validate the occurrence and cause of the claimed damage or loss during the shipping process.
c. Documentation Review: CryoFuture shall review all pertinent documentation, which may include historical temperature logs, shipping and handling records, physical inspection reports of shipping containers, and courier service endpoints, to determine the timing and nature of the incident.
d. Proof of Payment and Coverage: The Client(s) may be asked to provide proof of payment for enrollment in the Specimen Protection Program, applicable to the shipment in question, to confirm coverage at the time of the incident.
e. Cost Documentation: The Client(s) shall submit all relevant invoices and financial documents related to subsequent or initial fertility treatments, as applicable, subject to the limits of the protection plan selected. This documentation is necessary to establish the monetary value of the claim.
f. Processing of Claim: CryoFuture is committed to processing claims diligently and will endeavor to complete the review and determination process within 20 business days following receipt of all required and completed documentation from the Client(s).
g. Claim Determination: Upon completion of the review process, CryoFuture shall provide the Client(s) with a written decision regarding the claim. If the claim is approved, CryoFuture shall provide the reimbursement amount as determined under the terms of the Specimen Protection Program.
h. Dispute Resolution: In the event of a dispute over the claim decision, the Client(s) and CryoFuture agree to engage in good faith negotiations for 20 business days to seek a mutual resolution. If the parties are unable to resolve the dispute, it shall be submitted to binding arbitration as outlined in the Arbitration Agreement section of this contract.
i. Amendments to Claim: The Client(s) must submit any amendments or additional information related to the claim within 10 business days of the original Notification of Claim.
j. Confidentiality: All information provided during the claims process will be kept confidential in accordance with applicable privacy laws and CryoFuture’s privacy policy. CryoFuture is committed to protecting the privacy and security of all personal and health information (“PHI”) provided during the claims process, in compliance with the Health Insurance Portability and Accountability Act (HIPAA) and applicable state privacy laws. All PHI will be used and disclosed only as necessary to perform the services under the Program, to process claims, or as otherwise permitted or required by law. CryoFuture will implement appropriate safeguards to prevent unauthorized use or disclosure of the PHI, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the PHI that it receives, maintains, or transmits on behalf of the Client(s).
4. Dispute Resolution and Limitation on Litigation
a. Reimbursement as Sole Remedy. In the event of a loss, specimens made inviable due to a Damaged Shipper Tank, or sustained temperatures of above -130 degrees Celsius resulting in the fertility specimen being rendered inviable, the Client(s)’s sole remedy shall be to seek reimbursement from CryoFuture under the terms of the Protection Program the Client(s) enrolled in. CryoFuture agrees to pay up to the amount according to the level of protection selected and paid for by the Client(s) if applicable at the time of enrollment in the Program towards future fertility treatment or the initial cost of treatment, subject to the terms and conditions of the Program.
b. Claim Process. Upon believing that a qualifying event has occurred, the Client(s) must notify CryoFuture within the specified period and provide all necessary documentation as required by CryoFuture to process the reimbursement claim as described herein.
c. Resolution of Disputes. If CryoFuture disputes the Client(s)’s claim that a qualifying event has occurred, or if the Client(s) disputes the reimbursement amount offered by CryoFuture, the parties agree to resolve the dispute exclusively through binding arbitration, rather than in court. The arbitration will be conducted by a neutral arbitrator in accordance with the rules and procedures agreed upon by the parties at the time of the claim.
d. Waiver of Litigation. The Client(s) agree(s) that by accepting the terms of the Protection Program and receiving reimbursement, they waive any right to sue CryoFuture in court regarding any claim covered by the Program. This waiver does not apply to any rights or remedies that are not subject to arbitration as per the governing law.
e. Arbitration Process. The arbitration process will be initiated only if a dispute regarding the occurrence of a qualifying event or the amount of reimbursement cannot be resolved between CryoFuture and the Client(s). The arbitration will be conducted under the rules and procedures that are deemed fair and reasonable to both parties and will take place in a mutually agreed-upon location in California.
5. Arbitration Agreement:
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. 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.
d. Opt-Out of Agreement to Arbitrate. Participation in the Program is entirely voluntary. By not enrolling in the Program, the Client(s) opts out of the Arbitration Agreement and retains any rights to seek remedies through court action in accordance with applicable law. If the Client(s) chooses to enroll in the Program, they are agreeing to resolve any disputes exclusively through arbitration, as detailed above.
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. 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.
6. Governing Law
a. Beneficiary Designation: The Specimen Transfer Protection Program Agreement along with the Specimen Transfer Protection Program Terms and Conditions (the “Agreement”) expressly designates CryoFuture as a third-party beneficiary. It is the intent of the parties that CryoFuture shall have the right to enforce the terms of this Agreement and to enjoy the benefits of the performance by the parties under this Agreement.
b. Benefit to CryoFuture: STP and Client(s), by entering into this Agreement, confer upon CryoFuture a direct benefit as contemplated by the terms of this Agreement. CryoFuture is entitled to rely on the representations, warranties, covenants, and obligations of the parties as set forth in this Agreement.
c. Rights of CryoFuture: CryoFuture shall have the right, but not the obligation, to enforce the terms and conditions of this Agreement in its own name as if it were a party to this Agreement.
d. No Variation Without Consent: No variation, amendment, or modification of this Agreement shall be effective or binding upon CryoFuture without the express written consent of CryoFuture.
e. Notices: Any notices required or permitted to be given under this Agreement shall be given to CryoFuture at the address set forth in this Agreement or at such other address as CryoFuture may specify in writing.
7. Jurisdiction
The Client(s) agrees to submit to the exclusive jurisdiction of the courts of California for matters not subject to arbitration and to the furthest extent permitted by law or AAA rules and procedures for arbitration to arbitrate in California.
8. Amendments
Any changes to these terms and conditions will be communicated to the Client(s) and will take effect on the date specified.
9. Entire Agreement
These terms and conditions, along with the Specimen Transfer Service Guarantee Agreement which is incorporated into this Contract as if set forth in its entirety and signed by the Client(s), constitute the entire agreement between CryoFuture and the Client(s) regarding the Program. This document supersedes all prior agreements, representations, and understandings of the parties, written or oral, relating to the Program.