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Storage Service Guarantee

Storage Service Guarantee Program Terms and Conditions

Protection

CryoFuture’s Storage Service Guarantee (the “Program”) provides a storage service guarantee to return, with reasonable notice, to the Client(s) or another party designated by the Client(s), the Client(s)’ cryopreserved specimens stored at CryoFuture, Inc. (“CryoFuture”).

In addition, and subject to the limits and exclusions set forth below, the Program provides a payout to the Client(s) based on the Selected Plan (as defined below), upon the occurrence of the following unlikely events, but only if the event (a) occurs when Client(s)’ cryopreserved Specimens are in CryoFuture’s possession, custody and control, and (b) is conclusively proven to have occurred as a direct result of CryoFuture’s own acts or omissions to act (“Covered Events”):

  • CryoFuture is unable to locate or retrieve the Client(s)’ cryopreserved specimens when requested by Client(s); or
  • Client(s)’ cryopreserved specimens become unviable due to sustained temperatures above –130 degrees Celsius during storage; or
  • Client(s)’ cryopreserved specimens become unviable due to their accidental thawing during storage.

In the unlikely event that a Covered Event occurs, the Program will provide the Client(s) a flat payout in the amount specified in the plan selected by the Client(s) at the time of enrollment (the “Selected Plan”). The applicable payout amount is presented to, and selected by, the Client(s) during checkout or onboarding and is confirmed in the enrollment record.

The payout amount specified in the Selected Plan is the maximum aggregate amount payable per affected cryopreserved specimen, regardless of the number or combination of the Covered Events giving rise to the claim. For the avoidance of doubt, a single event that both raises temperatures above –130 degrees Celsius and results in thawing constitutes one covered event and one payout under the Selected Plan.

Exclusions

An event is NOT a Covered Event if it is attributable to any of the following:

  • Acts of terrorism or terrorist-related incidents;
  • Natural disasters, including but not limited to earthquakes, floods, hurricanes, tsunamis, and other acts of God;
  • War, civil unrest, or events of similar nature;
  • Intentional misconduct or negligence of the Client(s);
  • Losses, damage, condition, quality, or unviability of the Client(s)’ cryopreserved specimens that more than likely existed before CryoFuture retained possession, custody and control of the cryopreserved specimens;
  • Client(s)’ failure to provide and maintain at all times accurate contact or billing information, or to maintain Client(s)’ CryoFuture account in good standing, or to comply with CryoFuture’s storage, handling, and documentation guidelines;
  • An act or omission to act by any third party.

Claims Process

The claims process involves the following steps:

  1. Notification of Claim. The Client(s) must notify CryoFuture in writing, via email at support@cryofuture.com, or via U.S. mail at 2311 Palm Ave., San Mateo, CA 94403, within 3 calendar days of the Client(s) becoming aware of a potential Covered Event. The notification shall include a reasonably detailed description of the event(s) giving rise to the notification.
  2. Collaboration with Clinics. CryoFuture will collaborate with any involved clinic or designated recipient, along with any third-party service providers, to ascertain and validate the occurrence and cause of the claimed loss, damage, thawing, or temperature deviation.
  3. Documentation Review. CryoFuture shall review all pertinent documentation, which may include historical storage temperature logs, tank and monitoring records, inventory and chain-of-custody records, and physical inspection reports, to determine the timing and nature of the incident.
  4. Proof of Enrollment and Coverage. The Client(s) may be asked to provide proof of enrollment in, and payment for, the Storage Service Guarantee applicable to the cryopreserved specimen(s).
  5. Determination of Payout. The payout under the Program is fixed at the amount specified in the Selected Plan. The Client(s) shall provide such information as CryoFuture may reasonably request to confirm the Selected Plan and the identity of the affected cryopreserved specimen(s).
  6. 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).
  7. 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 payout as determined under the terms of the Program.
  8. 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 these terms and conditions.
  9. 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.
  10. 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 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).

Dispute Resolution and Limitation on Litigation

Payout as Sole Remedy. If the Covered Event has occurred, the Client(s)’ sole remedy shall be to seek the payout from CryoFuture under the terms of the Program. CryoFuture agrees to pay up to the amount specified in the Selected Plan, subject to the terms and conditions of the Program.


Waiver of Litigation. The Client(s) agree(s) that by accepting the terms of the Program and receiving the payout, they waive any right to sue CryoFuture in court, or join any suit, alleging CryoFuture’s liability for the occurrence of a Covered Event. This waiver does not apply to any rights or remedies that are not subject to arbitration as per the governing law.

Arbitration Agreement

Mutual Agreement to Arbitrate. The Client(s) and CryoFuture mutually agree to resolve any disputes arising out of or related to the Program exclusively through final and binding arbitration in California, rather than in court, and as provided for in the Cryostorage Client Agreement entered into by the Client(s) and CryoFuture.


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.


Modification. Notwithstanding any provision in this Program to the contrary, the parties agree that if CryoFuture makes any future change(s) to the Program, such change(s) will not apply to any claim of which the Client(s) had already provided notice to CryoFuture.
Miscellaneous.


Governing Law and Venue. The terms and conditions, and any disputes arising from or relating to the Program, shall be governed by the laws of the State of California, without regard to its conflict-of-laws principles. Any proceeding(s) completed by this Program, or permitted as a matter of law, shall be initiated and conducted in California.


No Variation Without Consent. No variation, amendment, or modification of this Program shall be effective or binding upon CryoFuture without the express written consent of CryoFuture.


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 in the future.

Entire Agreement

Entire Agreement. These terms and conditions of the Program, together with the Selected Plan and the CryoStorage Client Agreement, 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.

CryoFuture | Storage Service Guarantee Terms