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CLIENT SERVICES AGREEMENT AND ACKNOWLEDGMENT
FOR THE STORAGE OF DENTAL STEM CELLS
 

This Client Services Agreement and Acknowledgment (this “Agreement”) is by and between the undersigned on his or her own behalf or as the parent, legal guardian or legal representative of a minor child under the age of eighteen (18) years (“Client”) and StemSave, Inc., a Delaware corporation, with its principal place of business at 526 West 26th Street New York, NY 10001 (“StemSave”) and is effective as of the date it is electronically signed by Client (the “Effective Date”).

This Agreement sets forth the terms, conditions, limitations and risks associated with the recovery, preservation and storage of dental stem cells and StemSave’s assessment, processing, preservation and storage of dental stem cells (the “StemSave DSC Storage Program”). If Client enters into this Agreement as the parent, legal guardian or legal representative of a minor child under the age of eighteen (18) years, Client acknowledges and agrees that when the child reaches the age of eighteen (18) years, the child will become the Client for the purposes of this Agreement.

Client acknowledges and agrees that the decision to participate in the StemSave DSC Storage Program is completely voluntary and that Client may withdraw from the program at any time upon notice to StemSave as provided in this Agreement.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Stem Cell Preservation and Storage. Client authorizes StemSave to receive teeth and tissue, to process and test dental cells contained in, and part of, the teeth and tissue and, if the dental cells are suitable and viable for preservation, to cryopreserve and store the stem cells contained therein (collectively, the “Dental Stem Cells”) in accordance with the terms of this Agreement. Client will choose either renewable annual storage for a term of twelve (12) months (“Annual Storage”) or long-term storage for a term of twenty (20) years (“Long Term Storage”) by selecting the desired storage period during Client’s enrollment in the StemSave DSC Storage Program. The storage period will commence on the date StemSave receives the Dental Stem Cells. StemSave will notify Client when the Annual Storage period is due for renewal and, upon StemSave’s receipt of the Annual Service Fee, the Storage Period will automatically renew for an additional twelve (12) months. StemSave will notify Client when the Long-Term Storage period is due to expire and Client may choose Annual Storage or another period of Long Term Storage.

2. Stem Cell Recovery and Transportation. Client acknowledges and agrees that his/her Dentist or Dental Professional will perform the recovery process to obtain the Dental Stem Cells at the time of a planned dental procedure. Client is solely responsible for (a) enrolling in the StemSave DSC Storage Program, (b) arranging the recovery of the Dental Stem Cells by his/her Dentist or Dental Professional in connection with a planned dental procedure, and (c) ensuring his/her Dentist or Dental Professional uses the StemSave System, Recovery and Transport Kit provided by StemSave (the “StemSave Kit”) to transport and deliver to StemSave the Dental Stem Cells for assessment, processing, cryopreservation and storage.

3. Scheduling of Dental Stem Cell Recovery. To ensure timely delivery to StemSave of the Dental Stem Cells, Client will schedule with his/her Dentist or Dentist Professional the planned dental procedure, at which the Dental Stem Cells will be recovered, during normal business hours, Monday through Friday. With StemSave’s prior written approval, evening and Saturday recoveries are possible depending on the geographic location where the recovery will occur, and the hours of operation of businesses involved in the recovery and transportation of the Dental Stem Cells

4. Client Consent. Client acknowledges and agrees that he/she has been fully informed and has had an opportunity to ask any questions or make additional inquiries regarding the recovery of Dental Stem Cells. Client hereby consents to his/her Dentist or Dental Professional recovering the Dental Stem Cells while client is undergoing the planned dental procedure and furnishing the Dental Stem Cells to StemSave for viability assessment, processing, cryopreservation and storage.

5. Fees. Client will pay StemSave all applicable fees set forth on StemSave’s Service Fee Schedule that may be updated by StemSave from time to time. Client acknowledges and agrees that all fees are non-refundable, except as set forth in this Agreement, and may be increased at any time during the term of this Agreement. Client acknowledges and agrees that his/her Dentist and Dentist Professional may not charge additional fees for the Dentist’s or Dentist Professional’s recovery of the Dental Stem Cells.

6. Acknowledgement of Risks in Recovery of Dental Stem Cells. Client acknowledges and agrees that there is a risk of contamination when recovering Dental Stem Cells and that StemSave and Client’s Dentist or Dental Professional does not guarantee the recovery of viable Dental Stem Cells. Client acknowledges and agrees that (a) the Dental Stem Cells recovered may be insufficient, inappropriate or incapable of cryopreservation, (b) complications during the planned dental procedure may render it impossible or problematic to recover Dental Stem Cells, and (c) Client’s Dentist or Dental Professional may, in his/her professional judgment, refuse to recover the Dental Stem Cells.

7. Acknowledgement of Risks in Cryopreservation of Dental Stem Cells. Client acknowledges and agrees that (a) the cryopreservation of dental stem cells is a relatively new procedure with no conclusive proof that it is a successful method of preserving dental stem cells, and (b) alternative sources of stem cells are available, for example bone marrow and circulatory blood. Client acknowledges and agrees that the transplantation of dental stem cells is a relatively new and experimental procedure that may or may not offer possible future benefits to Client, a family member or other potential beneficiaries. Accordingly, StemSave makes no assurances or guarantees that Dental Stem Cells will (x) provide any benefits to Client, a family member or other potential beneficiaries, (y) be a match for other family members, or (z) be used.

8. Client Information. Client will provide StemSave, its employees, agents and representatives with the Client’s complete and accurate information including name, electronic address and physical mailing address, phone number(s) and other contact information. Client represents, warrants and covenants that he/she will (a) provide StemSave with any additional information required for the testing of the Dental Stem Cells, performance of StemSave’s services, compliance with laws, regulations, accreditations, permits and certifications, and necessary for the proper identification of the Client, and (b) will promptly update and correct all information that Client has provided to StemSave throughout the term or this Agreement.

9. Confidentiality. StemSave will use reasonable procedures to safeguard the confidentiality of health information that Client provides to StemSave (“Client’s Confidential Information”). StemSave may disclose Client’s Confidential Information (a) to comply with the law, cooperate and respond to requests and claims or comply with legal process (e.g., a lawful subpoena, warrant or court order), (b) to enforce the terms of this Agreement, (c) to protect and defend StemSave’s rights or property, and (d) in an anonymous or aggregate manner that does not personally identify Client.

10. Termination. This Agreement is effective as of the Effective Date and will terminate upon StemSave’s written notice to Client of any of the following events: (a) receipt of cell viability assessment indicating, in StemSave’s sole discretion, that the Dental Stem Cells recovered are not appropriate for cryopreservation and storage; (b) Client’s failure to timely pay fees or other payments; (c) Client’s failure to perform any other material obligation required in this Agreement within ten (10) business days of the date of StemSave’s written notice to Client; or (d) Client’s failure to provide StemSave with accurate and updated contact information. StemSave or Client may terminate this Agreement at any time by providing a written and notarized notice of termination to the other party.

11. Effect of Client Termination. If Client terminates this Agreement while the Dental Stem Cells are in transit to StemSave and in advance of being assessed, processed, cryopreserved and stored, StemSave will refund all fees paid by Client except for the Enrollment and Processing Fee. If Client terminates this Agreement after the Dental Stem Cells have been cryopreserved and during the current Long-Term Storage period, StemSave will refund Client’s Long-Term Storage Fee on a pro-rata yearly basis for the number of years remaining in the current and fully paid term of storage. Upon termination of this Agreement for any reason, Client will pay the Cancellation Fee to StemSave.

12. Effect of StemSave Termination due to Nonviable Dental Stem Cells. If StemSave terminates this Agreement because cell viability assessment results indicate, in StemSave’s sole discretion, that the Dental Stem Cells are not appropriate for cryopreservation and storage, StemSave will credit the Client’s payment of the Enrollment and Processing fee for use in a subsequent attempt to preserve Dental Stem Cells and will refund Client’s payment of the Annual Service Fee or Long-Term Service Fee, whichever is applicable.

13. Disposition of Dental Stem Cells Upon Termination. Upon termination of this Agreement for any reason, and in addition to any other obligations set forth in this Agreement, Client will: (a) arrange for, and pay all fees associated with, the disposition of the Dental Stem Cells; and (b) pay any amounts that may be due to StemSave, including any unpaid or past due fees, prior to StemSave’s removal of the Dental Stem Cells from cryostorage. Client must notify StemSave of the arrangement Client has made for the disposition of the Dental Stem Cells in writing within thirty (30) days of termination. If Client fails to provide StemSave with the timely written notice required by this paragraph, Client hereby transfers and assigns all right, title and interest in and to the Dental Stem Cells to StemSave. StemSave will retain all rights to the Dental Stem Cells and may, in its sole discretion, deem the Dental Stem Cells abandoned and dispose of the Dental Stem Cells in any fashion it chooses, including destruction, donation and/or transfer for value.

14. Disclaimer. StemSave does not perform dental or medical services or provide dental or medical advice. STEMSAVE AND ITS OFFICERS, EXECUTIVES, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS OR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT. Neither StemSave nor any of its officers, executives, directors, shareholders, employees, agents, representatives, consultants or affiliates has made or makes any representations, guarantees or warranties to Client, express or implied, of any kind or nature, including any representations, guarantees or warranties with respect to: (a) Client’s Dentist’s or Dental Professional’s adherence to the standards of procedure and protocols for dental stem cell recovery; (b) the recovery process including any complications related to or arising from the performance of the planned dental procedure and the recovery of the Dental Stem Cells; (c) the suitability of Dental Stem Cells for future treatment of diseases, disorders, afflictions, illnesses or conditions; (d) successful treatment of diseases, disorders, afflictions, illnesses or conditions through Dental Stem Cell transplantation; (e) advantages of Dental Stem Cells transplantation over any other types of treatments using any other types of stem cells; or (f) successful preservation of Dental Stem Cells through cryopreservation.

15. Indemnification. Client will indemnify, defend and hold harmless StemSave, its officers, executives, directors, shareholders, employees, agents, representatives, consultants and affiliates, and their respective officers, executives, directors, shareholders, employees, agents, representatives, consultants and affiliates from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, attorney’s fees), damages, settlements and judgments arising out of or related to the services actually or allegedly provided or not provided under this Agreement as well as any claims concerning rights in, and to, the Dental Stem Cells, their transplantation and disposition. Client acknowledges and agrees that StemSave is not responsible for the actions of others, including, without limitation, Dentists, Dental Professionals, dental practices, dental practice staff, medical facilities and hospitals, medical facility and hospital staffing, laboratory staff or any transport/delivery companies contracted by StemSave and their staffing.

16. Limitation of Liability. IN NO EVENT WILL STEMSAVE OR ITS OFFICERS, EXECUTIVES, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS OR AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES. THE MAXIMUM AMOUNT OF LIABILITY UNDER THIS AGREEMENT, OR WITH RESPECT TO THE ACTIONS OR OMISSIONS OF STEMSAVE OR ITS RESPECTIVE OFFICERS, EXECUTIVES, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS OR AFFILIATES, UNDER ANY CIRCUMSTANCES, WILL BE THE AMOUNT PAID BY CLIENT TO STEMSAVE UNDER THIS AGREEMENT.

17. Removal of Dental Stem Cells. If and when Client desires to remove the Dental Stem Cells in storage from cryopreservation for medical treatment, Client will provide timely written notice to StemSave (“Removal Notice”). The Removal Notice will include: (a) an authorization from the transplant physician to release the Dental Stem Cells to his/her custody; (b) the name and address of the physician receiving the Dental Stem Cells; (c) the location of the delivery; (d) the requested delivery date of the Dental Stem Cells to the physician; and (e) any other information that StemSave may require for the transfer of the Dental Stem Cells. Prior to StemSave releasing and shipping the Dental Stem Cells, Client will pay all costs for preparation and shipment of the Dental Stem Cells.

18. Assignment. StemSave may delegate or assign this Agreement and its rights and obligations under this Agreement to any person, business proprietor, association, partnership, corporation or other form of business entity. StemSave may transfer Client’s Dental Stem Cells, without cost to Client, to a new storage facility. If StemSave fails to make any payments to third party laboratories with which it contracts for processing or storage, Client will become a client of that third party laboratory. Upon the merger, sale or transfer of substantially all the assets of StemSave, this Agreement will remain in full force and effect; provided, however, if the new or acquiring entity does not assume the storage obligations under this Agreement, Client will be notified and will have thirty (30) days from the date of that notice to make alternative storage arrangements for the Dental Stem Cells.

19. Notices. All notices and other communications between StemSave and Client will be by receipt-requested electronic transmission or in writing to the most current electronic or physical address provided by the parties. All notices and other communications will be deemed effective when received as evidenced by the confirmed electronic transmission receipt, the U.S. Postal Service return receipt or confirmation of delivery by the courier service. If StemSave does not receive an electronic notice of receipt or other evidence that Client received an electronic transmission, StemSave will attempt to contact Client by sending a written communication to Client’s physical mailing address, which will be deemed effectively received by Client three (3) business days after either placement in a U.S. Postal Service mailbox or delivery to a courier service.

20. Force Majeure. StemSave will be excused from performance under this Agreement without liability of any kind to Client or Client’s representatives, heirs, estates or any third party during any period of time in which StemSave is unable to provide the services due to natural disasters, strikes, acts of God, war, non-temporary power failures, terrorist attacks, government regulations or any other events of force majeure.

21. Miscellaneous. This Agreement represents the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all other communications, representations, understandings and/or agreements. This Agreement is binding upon the parties and their respective heirs, estates, spouses, executors, administrators, agents, representatives, trustees, successors, assigns, shareholders, directors, officers and employees. This Agreement will be construed in accordance with the laws of the State of Delaware, without application of its principles of conflicts of law. In the event of any litigation concerning this Agreement, Client consents to the jurisdiction and venue of the courts located in the State of Delaware and personal service in accordance with the rules of those courts. Client hereby waives any objections to venue or forum non conviens. In the event that any provision of this Agreement is deemed unlawful or otherwise unenforceable by any tribunal of competent jurisdiction, the tribunal will change and interpret that provision to accomplish the objectives of the provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Each and every provision set forth in this Agreement is independent and severable from the others, and no provision will be rendered unenforceable by virtue of the fact that, for any reason, any other provision may be unenforceable in whole or in part. Client hereby represents and warrants that (a) he/she has read and fully understands the contents of this Agreement, the services to be provided by StemSave, the various registration materials and instructions he/she is to follow, and (b) he/she has signed this Agreement freely and has not relied upon any inducements or promises not set out in this Agreement. For any questions regarding the StemSave DSC Storage Program or this Agreement, you may contact StemSave at 1-877-StemSave (1-877-783-6728).

 
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