Terms of Service
- Introduction: This Customer Agreement is between CellSure, LLC (CellSure) and you, the Customer, and covers CellSure’s transportation, processing, testing, cryopreservation and storage of the cells from birthing tissue of the Customer.
- Key Terms: The following terms will be used throughout this Agreement: - Agreement refers to this CellSure Customer Agreement. - Cell Banking refers to the birthing tissue collection, transportation, processing, and storage. - Cells refer to the cells that are derived from the birthing tissue of the Customer. - Collection Agent refers to the individual or lab where the Customer chooses to have his or her birthing tissue collected and shipped to CellSure. - Collection Kit refers to the container that holds the materials necessary for the collection and transportation of the birthing tissue. - Customer refers to you, the person who is a party to this Agreement. – CellSure refers to CellSure, LLC, a Utah corporation. – CellSure Lab refers to the CellSure Processing Lab. - Parties refers to you, the Customer, and CellSure. - Service(s) refers to the collection, transportation, testing, processing, cryopreservation, and storage of the Cells.
- Customer(s) Responsibilities: Customer acknowledges and agrees that he/she is responsible to understand the following: - Read, complete, and agree online to this Agreement before having Customer’s birthing tissue collected by the CellSure. – Notify CellSure of any changes to Customer’s contact or payment information while this Agreement is in effect.
- CellSure’s Responsibilities: CellSure is responsible for the following: - Provide the Customer with a Collection Kit to collect the birthing tissue and ship to the CellSure Lab. - Transportation of the Collection Kit from the Customer to the CellSure Lab. - Notwithstanding anything set forth in this Agreement, neither the transportation provider nor CellSure guarantees that the Collection Kit will reach CellSure Lab without delay, loss or damage in transit. CellSure does not accept responsibility for failure to bank the Cells due to any transportation problems. - CellSure does not insure the Cells against risk of loss or damage while they are in transit to CellSure Lab or at any time thereafter. If Customer wishes to obtain such insurance, Customer must procure it separately, at Customer’s own financial expense. Once the Cells have been successfully transported, processed and stored, CellSure will send Customer a notification of storage.
- Communication: CellSure Communicates with Customers, and CellSure prides itself on building strong relationships with its customers. In order to maintain this relationship, CellSure may communicate with Customer regarding the Services, billing notifications, as well as general information regarding new research and treatments utilizing stem cells. CellSure utilizes several forms of communication, such as: Phone, Postal Mail, Email, Text Messages; standard text messaging rates may apply. In order for CellSure to communicate most effectively, Customer shall ensure that his/her information is up to date at all times. If there is a change in Customer’s information, please contact Customer Service at 866-646-6171.
- Consent: Customer elects to privately bank his/her cells with CellSure. Customer has read and understands his/her responsibilities and CellSure’s responsibilities listed above and Customer hereby authorizes CellSure to collect, transport, process and store his/her Cells. Customer represents and warrants that he/she is at least 18 years of age and is able to lawfully enter into this Agreement with CellSure. Below is important information Customer needs to review and understand about the risks and benefits involved in Cell Banking. Customer understands that there are benefits and risks associated with the collection of his/her Cells. Customer understands that the Cells are being stored for potential therapeutic use by Customer or Customer’s Family. Customer understands that Cell Banking does not guarantee that the Cells will be suitable for any treatments or that treatment will work and only a physician can determine when it can be used. Customer understands that although research is ongoing, stem cells are not currently approved for treatment. - Suitability of Cells for Storage: The storage of the Cells does not guarantee the suitability of the Cells for any or all types of future use. Release of the Cells may be prohibited by federal and/or state law due to contamination status, the presence of communicable disease in the blood sample or any other reason. In the event Cells are available for use, only a qualified physician can decide whether the use of the Cells outweighs any potential medical risk. Customer understands that CellSure may also choose not to process and/or store the Cells for any of the following reasons, including, but not limited to: low tissue volume or low blood volume, low Cell count, improper collection technique, improper or untimely handling and shipment of the Cells. CellSure will contact Customer if a decision is made to not process and/or store the Cells, and in such event, CellSure will refund all amounts paid by Customer to CellSure, except for the cost of the collection kit. Customer understands and agrees that the test results for the Cells may be used for quality control purposes and for analyses and in publications, provided that they are aggregated with other data and do not contain any identifying information of Customer.
- Decision-Making Authority for the Cells: Ownership of the Cells is a legal matter that may be determined in accordance with the laws of various jurisdictions. While CellSure acts only in the capacity of a service provider and does not undertake to resolve legal ownership issues. Absent termination of this Agreement, CellSure will assert no rights in connection with disposition of the Cells. Customer understands that CellSure will act in the following manner during any period that Services are provided by CellSure to Customer: - CellSure shall be entitled to rely on Customer’s instructions regarding the disposition of the Cells, change in contact information, and/or any other requirement for Service(s) under this Agreement. - In the event that Customer wishes to assign the rights and obligations under this Agreement to a third party, this new party must sign a new Customer Agreement with CellSure to confirm its understanding and agreement of the terms and conditions of the Service(s). - Customer understands that once Customer assigns the rights and obligations under this Agreement to a third party, this Agreement will become null and void, except as set forth in Section 16. - In the event of a dispute between Customer and any third party over ownership of the Cells, CellSure will continue to provide Services, provided that all payments have been and continue to be made, until such time as CellSure is presented with a final, non-appealable court order that mandates a change in ownership. At such time, the new owner shall execute and deliver a new Customer Agreement to CellSure, or otherwise provide CellSure with instructions to discontinue the Services. - Absent either contrary instructions from Customer or a final, non-appealable court order, as long as Cell Banking service fees continue to be paid, Cells will be subject to this Agreement. Customer understands that he/she is allowed to request the Cells be transferred to another blood bank provided that the other blood bank is approved by the US Food and Drug Administration to receive the Cells and all state and federal regulations are followed. Customer understands that he/she is responsible for all shipment expenses and an administrative fee if Customer requests a transfer of the Cells to another qualified blood bank. Customer understands that in order to transfer the Cells, Customer will need to sign CellSure’s Transfer Agreement, which is available upon request. Customer understands that he/she has the right to have his/her questions answered and to receive a copy of this consent. If Customer has any questions regarding this Agreement, Customer can contact CellSure Customer Service at 866-646-6171.
- Request for Use of Cells for Treatment or Clinical Trial: CellSure is required to have an executed Agreement on file in order to release Cells for use in treatment or clinical trial. In the event that the Cells are requested for transplant or other treatment (including use in a clinical trial), CellSure requires authorization and an Informed Consent by Customer to release the Cells, as well as a written request from a physician/researcher qualified to perform a stem cell transplant or other treatment. The Cells may only be used for the treatment of the Customer. The Customer's treating physician/researcher is responsible for donor eligibility determination and acceptability of the Cells in the requested treatment prior to release of the Cells, except in situations of urgent medical need, in which case, the donor eligibility determination may be made after the release of the Cells. CellSure will only release the Cells in accordance with federal and state regulations. If the Cells are eligible for transplant or clinical trial, CellSure will ship the Cells to the identified facility. Customer understands that he/she is responsible for all shipment expenses and an administrative fee in connection with a transfer of the Cells. If all of the Cells are used in treatment and Customer has prepaid for storage, CellSure will prorate and refund the storage fees, as applicable.
- Payment for the Services: CellSure guarantees that the storage fee(s) for the Service(s) will not change for one (1) years from the time of enrollment. - Customer understand that if he/she discontinues CellSure’s Service(s) after the collection, processing and/or storage of the Cells, CellSure will not issue a refund of any fees charged and Customer agrees to pay CellSure for all fees associated with the Services incurred or owing prior to termination and discontinuation of the Service(s). - Customer understands that CellSure is not responsible for reimbursing Customer for the fees that his/her physician, lab, or other medical professional may charge for the collection of the Cells. - Customer understands that CellSure may reimburse a physician for the collection of the Cells and Customer may ask his/her physician or healthcare provider whether CellSure is reimbursing them for the collection of the Cells. - Customer acknowledges and agrees that he/she is ultimately responsible for the payment of the Service(s). CellSure agrees to accept payments by third-parties on Customer’s behalf. The third-party payer does not have any rights in the Cells and CellSure will not take instructions regarding the Cells from any third-party, with the exception of third-parties who have assumed the rights and obligations under a proper assignment of this Agreement.
- Termination of this Agreement: This Agreement may be cancelled at any time by contacting CellSure. If this Agreement is cancelled, CellSure no refund from the annual storage fee will be provided. - In the event that Customer wishes to discontinue the Service(s) and Customer’s account is in good standing (i.e., account is current), Customer agrees to sign CellSure’s Termination Agreement and provide proof of Customer’s identity. - Upon termination of this Agreement by Customer, Customer may (i) request transfer of the Cells to another entity, (ii) donate the Cells to CellSure for its use in research purposes, or (iii) instruct CellSure to destroy the Cells according to CellSure’s standard operating procedure, which may allow CellSure to defer destruction of the Cells until a later time, or If Customer instructs CellSure to destroy the Cells, the Cells will not be used for any purpose during the period of time prior to destruction, including but not limited to any therapeutic or research purpose. In the event that Customer wishes to transfer the Cells to another appropriate entity (e.g., blood bank) and Customer’s account is in good standing (i.e., account is current), Customer agrees to inform CellSure Customer Service in writing of the request to transfer. Upon receipt of this request, CellSure will communicate all transfer requirements to Customer, including but not limited to, Customer’s execution of CellSure’s Transfer Agreement. Upon transfer of the Cells to another entity, CellSure is no longer responsible for the storage or viability of those Cells. Customer shall be responsible for shipment expenses and an administrative fee in connection with a transfer of the Cells from CellSure to another entity. CellSure may terminate this Agreement upon written notice to Customer if for any reason Customer fails to pay any required fees within sixty (60) days of the payment due date. - CellSure’s written notice will provide Customer with a final opportunity to become current with any payment obligations to CellSure. - In the event Customer does not become current in the payment obligations within thirty (30) days from the date of CellSure’s initial notice of nonpayment, this Agreement will terminate, and CellSure will assume all rights to the Cells, and neither Customer nor CellSure will have any continuing obligations to the other, except as set forth in Section 16.
- Release, Limitation of Liability, and Indemnification: Customer acknowledges and agrees that CellSure makes no representations or warranties with respect to the success of the collection, transportation, testing, processing, cryopreservation, or storage process. In the event the Cells are not successfully processed and/or stored due to any problems or failures in the collection, transportation, testing, cryopreservation, or storage process, the only payment Customer will be entitled to is a refund of the one (1) year annual fee minus the collection kit cost previously paid to CellSure. Customer understands that external factors such as delays in transportation, extreme temperatures, and improper collection are beyond the control of CellSure and Customer acknowledges and agrees to hold CellSure harmless for any deterioration or degradation of the Cells that are attributable to such external factors. Customer understands and agrees that CellSure accepts no liability for any breach of its obligations or other acts or omissions by itself or others, such as the physician, medical facility, medical staff, and transporters of the Cells. Customer understands that the performing physician in no way acts as an agent for CellSure. Customer understands that both the Service(s) and any eventual transplantation or other medical procedures that may be used in connection with the Cells involve new techniques and procedures, and that there is no guarantee or assurance of a successful outcome in the event that the Cells are required for use. Customer hereby releases CellSure and its officers, directors, employees, agents, affiliates, successors and assigns from any and all other liability for any and all loss, harm, damage or claim of any kind in connection with CellSure’s Service(s) or this Agreement. Customer understands and agrees that Customer is giving up certain rights that Customer might otherwise have, now or in the future, to sue or otherwise seek monetary damages or other relief against CellSure for any reason relating to the Service(s) or this Agreement, other than the rights that Customer may have under other remedies listed in this Agreement, if any. Customer understands that CellSure will not be liable for nonperformance of this Agreement (including the loss or destruction of the Cells) in the event of a force majeure which may include without limitation, natural disasters, strikes, acts of God, war, non-temporary power failures, terrorist attacks, and government regulations.
- Resolution of Disputes: This Agreement will be governed by and construed in accordance with the laws of the State of Utah without giving effect to conflict of laws, rules or principles. This Agreement has been prepared in the English language and the English language shall control its interpretation. All questions, disputes or differences which may arise between the Parties to this Agreement shall, if such questions, disputes, or differences cannot be amicably resolved by the Parties, be referred to arbitration to be held in Salt Lake City, Utah in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which rules are deemed to be incorporated by reference into this Section. The arbitrators’ decision shall be final and binding upon the Parties and shall provide the sole and exclusive remedies of the Parties. Judgment upon the rendered award may be entered into any court having jurisdiction or application may be made to such court for a judicial acceptance of the award or orders of enforcement.
- Entire Agreement: This Agreement contains the entire agreement between the Parties with respect to the Service(s) and supersedes any and all previous agreements and understandings, whether written or oral.
- Severability: The provisions of this Agreement are severable. If any part or portion of this Agreement is determined to be invalid or unenforceable, that provision will be modified so that it is valid and enforceable, and this Agreement will otherwise remain in effect.
- Surviving Terms: The provisions set forth in Sections 10 through 16 of this Agreement shall survive termination of this Agreement. If there are any questions concerning this Agreement, please contact CellSure Customer Service at 866-646-6171.
* * * By clicking below, the Customer acknowledges and agrees that he/she has read and understands the information contained in the Agreement, including the Informed Consent. All of Customer’s questions regarding the CellSure Service(s) have been answered to Customer’s satisfaction. Customer certifies that all the information Customer has provided to CellSure is true and correct to the best of Customer’s knowledge. Customer has signed this Agreement freely and voluntarily.