Terms of Service

Updated as of June 5, 2020Terms of Service

LIFEVAULT BIO, INC.

  1. Introduction

These terms of service (the “ToS”) are between LifeVault Bio, Inc. (dba GoodCell), and you, the Customer.

  1. Key Terms

The following terms will be used throughout these ToS:

  • Cell Banking” refers to the storage of the Stored Materials.
  • Collection Agent” means the individual with whom or lab where you choose to have your peripheral blood drawn and shipped to the Processing Lab.
  • Collection Kit” means the container that holds the peripheral blood necessary for the collection and transportation of such peripheral blood.
  • Customer” or “you” means you, our customer, the person who will receive and receives Services from us.
  • Dashboard” means a website platform that we will provide to you as part of the Services through which you may access your information relating to the Services or request additional Services, among others.
  • DNA” means the genetic materials derived from the PBMCs.
  • LifeVault,” “we” or “us” means to LifeVault Bio, Inc., a Delaware corporation (dba GoodCell).
  • Non-Personal Information,” means information that does not directly or indirectly identify, and cannot reasonably be used to identify, you. If Non-Personal Information is directly or indirectly associated with Personal Information, this Non-Personal Information is then treated as Personal Information.
  • Parties” means you, the Customer, and LifeVault.
  • Personal Information,” means information that identifies you (whether directly or indirectly), such as your name, postal address, email address, telephone number, payment card information, health-related information and any other information that you submit, including answers to surveys or questionnaires, testimonials or other information regarding your experiences with our products or services).
  • Plasma” the liquid component of blood within which blood cells are suspended that is comprised of water, proteins, electrolytes, hormones and nutrients.
  • PBMCs” means peripheral blood mononuclear cells.
  • Processing Lab” means a laboratory owned, controlled or contracted by us.
  • Service(s)” means the services provided by us to you as requested by you, which may include providing information to you through our website and software, collection, transportation, testing, processing, analyzing, displaying, cryopreservation, and storing of your PBMCs and Stored Materials, as applicable, among others. Services includes Cell Banking and those Testing Services expressly requested and consented by you under the Testing Informed Consent.
  • Stored Materials” means DNA, Plasma and PBMCs.
  • Testing Informed Consent” means the informed consent form you must submit to us to receive the requested Testing Services from us.
  • Testing Results” means information, results or data related to the Testing Services that you expressly request through the Testing Informed Consent.
  • Testing Services” means those testing services provided by us in connection with your peripheral blood and/or Stored Materials, which may include processing, analyzing and/or displaying certain information, data and results to you.
  1. Customer Acceptance of ToS

Please read these ToS carefully, as they include important information about your legal rights. By using or accessing the Services, you are agreeing to these ToS. You should not use the Services if you do not agree to these ToS. So long as you use our Services, you agree to and acknowledge these ToS. You may stop using the Services at any time.

You agree and acknowledge that you will read or have read and accept these ToS before having your peripheral blood collected by the Collection Agent.

You can accept these ToS by (a) clicking accept or agreeing to these ToS when such option is made available to you or by (b) using the Services, whereby your continued use of the Services will be an acknowledgment and acceptance of these ToS.

You agree and acknowledge that the Services (i) are based on the current state of science and technology, (ii) are provided “as-is,” (iii) may change from time to time, at our sole discretion, without prior notice to you and that your continued use of the Services will be an acknowledgment and acceptance of these ToS as applied to such changed Services, and (iv) may cease to be provided by us, temporarily or permanently, in part or in whole, at our sole discretion, with or without prior notice to you.

You agree to notify us of any changes to your contact or payment information while you continue to use the Services.

  1. Our Responsibilities

If you decide to purchase our Collection Kit, we will provide you the number of Collection Kits that you order.  Once you activate a Collection Kit, your peripheral blood will need to be collected through a Collection Agent using the activated Collection Kit.  Upon collection of your peripheral blood, the Collection Kit will be transported to the Processing Lab.  A Collection Kit cannot be purchased or activated outside of the United States of America at this time.

We will use your peripheral blood to provide the Services that you requested, which may include testing, processing and analyzing your peripheral blood and deriving your DNA, Plasma and PBMCs for storing purposes.

We will also provide a website platform through which you may access your information relating to the Services, or our Dashboard, which may include information in connection with your Stored Materials, and for you to request additional Services and access information related to our other products, offerings and services.

  1. Your Requirements

To use the Services, you must have Internet access to access our website and other web-based content, and to pay for any Services for which fees are required.  You are required to pay any fees required to receive the Services and obtain any hardware, software and other equipment necessary to access the Services.

  1. DISCLAIMER

Notwithstanding anything set forth in these ToS, we do not guarantee that (a) your Collection Kit containing your peripheral blood will arrive at the Processing Lab without delay, loss or damage in transit, (b) we will be successful in processing, analyzing, deriving your DNA, Plasma and/or PBMCs from your peripheral blood and/or (c) your Stored Materials will be stored without any loss or damage. We do not insure your peripheral blood or your Stored Materials against risk of loss or damage while they are in transit to the Processing Lab or any other facilities owned, controlled or contracted by us at any time thereafter. If you wish to insure your peripheral blood or any of your Stored Materials, you must do so separately at your own cost and expense.

You understand that the Services and the use of any Stored Materials by you in the future for any procedure, which may include transplantation or other medical procedures, involve new and unconfirmed techniques and procedures. We provide no guarantees or assurances that any of the Stored Materials may be used for any medical procedures, including for therapeutics purposes, or of the successful outcome of the use of any Stored Materials in such procedures.

We are not responsible for the use of the Services that is outside the scope of the terms of these ToS.

We will work hard to provide the Dashboard to you at all times. However, the Dashboard is provided “as is,” and we make no guarantees that the Dashboard will function without disruptions, delays, or imperfections or that the Dashboard will be error-free or secure at all times. To the extent permitted by applicable law, we DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY IP IN CONNECTION WITH YOUR USE OF THE DASHBOARD.

  1. Communications with Customers

We may communicate with you in connection with the Services (“Service Communications”) and general information related to new products, offerings and services, surveys, research and treatment options that may utilize your Stored Materials or to convey other information to you (“Other Communications”).

We may utilize several forms of communication, such as:

  • Phone
  • Postal Mail
  • Email
  • Text Messages; standard text messaging rates may apply.

For us to communicate with you most effectively, please ensure that your contact information is up-to-date at all times. If there is a change in your information, please use the Dashboard or contact Customer Service at support@goodcell.info.

If you wish to opt out from any of the Other Communications, please contact Customer Service at support@goodcell.info or update your preferences in your Dashboard. For you to receive the Services, you may not opt out from the Service Communications.

  1. Your Representation and Convents
    1. You must be 18 years or older to use the Services. You represent and warrant that you are at least 18 years of age and are able to lawfully agree to these ToS and receive the Services from us. IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THESE TOS AND AGREE TO IT FOR YOU. IF YOU DON’T GET YOUR PARENT OR LEGAL GUARDIAN TO READ AND AGREE TO THESE, YOU DON’T HAVE PERMISSION TO USE THE SERVICES. If you are agreeing to these ToS on behalf of someone else who is between the ages of 13 and 17, you represent that you have the legal authorization to do so on behalf of such minor.
    2. You represent that the peripheral blood collected by the Collection Agent is your own sample; if you are agreeing to these ToS on behalf of someone else, you represent that the peripheral blood collected by the Collection Agent is collected from the person for whom you are legally authorized to represent for the purposes of these ToS;
    3. You represent that if you are a resident of the State of New York, you expressly agree that you are requesting our Cell Banking Services and that your Stored Materials will be stored by us on your behalf for more than ten (10) days, unless otherwise requested by you.
    4. You represent that you authorize us to perform the Services as described under these ToS; if you are requesting additional Testing Services, you represent that you authorize us to perform those Testing Services that you consent to under the Testing Informed Consent;
    5. You represent that you are a resident of the United States of America; if you are not a resident of the United States of America, you cannot use the Services;
    6. You represent that you will provide true, accurate, current, and complete information to register your account and maintain and promptly update such information to keep it true, accurate, current, and complete. You agree that you will be responsible for maintaining the confidentiality of your account information, including user ID and password.
    7. You represent that in case of breach of any of the above representations, we have the sole right to suspend or terminate your use of the Services, including your account without any refund and you will also defend and indemnify us and our affiliates against any liability, costs, or damages arising out of the breach of the representations.
      1. Risks and Benefits Related to Cell Banking

You understand that although research is ongoing, PBMCs are not currently approved for treatment and that although the Stored Materials, including PBMCs, may be stored for potential therapeutic use for you, Cell Banking does not guarantee that the Stored Materials, including PBMCs. will be suitable for any treatments or that a proposed treatment will work for you.  Please consult with a physician or other health care provider to determine whether and when any Stored Material may be used for therapeutic purposes.

      1. Privacy Policy

In addition to these ToS, your use of the Services are subject to our privacy policy, available at https://goodcell.com/privacy (the “Privacy Policy”). By using or accessing the Services, you are agreeing to the Privacy Policy. You should not use the Services if you do not agree to the Privacy Policy. So long as you use our Services, you agree to and acknowledge the Privacy Policy.

[You can accept the Privacy Policy by (a) clicking accept or agreeing to the Privacy Policy when such option is made available to you or by (b) using the Services, whereby your continued use of the Services will be an acknowledgment and acceptance of the Privacy Policy.]

      1. Testing Informed Consent

In addition to Cell Banking, we may provide certain Testing Services to you upon your express written consent. Our Testing Services offering are subject to change at our sole discretion without further notice to you. To review our current offerings, please visit our Testing Services webpage.

To receive our Testing Services, you must read, fill out, sign the Testing Informed Consent and indicate the Testing Services that you wish to receive from us. We cannot provide the Testing Services to you without receiving a valid Testing Informed Consent.

Your Testing Results will be made available to you through the Dashboard.

You may withdraw your Testing Informed Consent at any time, but it must be in writing, which may include electronic means such as e-mail or electronic notification through the Platform. However, if you have reviewed any of your Testing Results prior to withdrawing any Testing Informed Consent, this information could have an emotional or psychological impact.

If you are interested in receiving any of our Testing Services, please review our Testing Informed Consent available on our website and instructions on submitting the signed Testing Informed Consent. If you wish to withdraw your Testing Informed Consent, please [see the withdrawal form available on our website and instructions on submitting the signed withdrawal form or contact Customer Service at support@goodcell.info].

      1. Ownership and Request for Transfer

Ownership of the peripheral blood and Stored Materials is a legal matter that may be determined in accordance with the laws of various jurisdictions. We act only in the capacity of a service provider and do not undertake to resolve legal ownership issues. Absent termination of the Services, We will assert no ownership right in connection with the peripheral blood and Stored Materials.

We will act in the following manner during any period that Services are provided by us to you:

      • Your Stored Materials, once collected and processed by us to provide you with the Services, cannot and will not be returned to you;
      • The Services include Cell Banking; as such, and subject to these ToS, we will store the Stored Materials, unless otherwise instructed by you;
      • In the event of any dispute over the ownership of the Stored Materials, we will continue to provide the Services, provided that all payments have been and continue to be made, until such time as we are presented with a final, non-appealable court order. If, at any time during a dispute, any fees or payments related to the Services are discontinued, we may discontinue the Services at our sole discretion in accordance with these ToS.

You have the right to request the Stored Materials be transferred to another blood bank, provided that the other blood bank is approved by the US Food and Drug Administration to receive the Stored Materials and all state and federal regulations are followed. You will be responsible for all shipment expenses and any administrative fees if you request a transfer of the Stored Materials to another qualified blood bank. You understand that in order to transfer the Stored Materials, you will need to sign a transfer agreement.

Subject to these ToS, you may request that we transfer your Stored Materials for your medical use and/or clinical trial. You will be required to sign a transfer agreement before we can transfer your Stored Materials. We may also require a written request from your treating physician or researcher, in each case, qualified to use the Stored Materials for the intended purpose. You and your physician or researcher will be responsible for confirming whether the Stored Materials are suitable for your intended use. We will release and transfer the Stored Materials solely in accordance with federal and state regulations and to those entities that are permitted to receive, process and otherwise handle the Stored Materials. You will be responsible for all shipment expenses and any administrative fees.

Storage of the Stored Materials does not guarantee the suitability of the Stored Materials for any or all types of future use. Release of the Stored Materials 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 the Stored Materials are available for use, only a qualified physician or other health care provider can decide whether the benefit of using such Stored Materials outweighs any potential medical risk.

If you wish to make a transfer request, please contact Customer Service at support@goodcell.info.

      1. Permitted Use and Limited License

You understand and agree that we may perform testing, processing and analyzing of the peripheral blood sample and/or Stored Materials for quality control and improvement of our Services, and through such activities generate, collect and store aggregated data that do not contain any of your identifying information (“Aggregated Data”). In addition to quality control and improvement of our Services, we may use the Aggregated Data for other purposes, including scientific publication or presentation.

You agree and acknowledge that as between the Parties, LifeVault (dba GoodCell) owns all right, title, and interest in and to the Services and any and all intellectual property rights therein, including any Aggregated Data. Except as otherwise expressly authorized by us, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services. Except as otherwise expressly authorized by us, we do not grant you a right to use any of our trademarks or logos and you agree not to display, or use in any manner, any of our trademarks or logos without our prior written consent. Any rights not expressly granted herein are reserved by us.

You agree and acknowledge and hereby grant us a non-license to use [your Personal Information] solely for us to [combine with the Personal Information of other Customers] for the purposes of [research, publication and other use].

Right to use and disclose user content (e.g., feedback and suggestions, surveys, health intake forms, post, upload, input, or submit to the Service).  You hereby grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any user content that you submit, post, or display on or through the Services, in accordance with applicable laws.

      1. Payment for the Services

We guarantee that the storage fees for the Services for you will not change for twenty-five (25) years from the time of your enrollment. For us to guarantee this rate, you will be responsible for the payment of a minimum of three (3) years of Service fees (“Minimum Service Fee Amount”), regardless of whether you decide to terminate the Services prior to the three (3) year period.

      • You understand that we are not responsible for reimbursing you for the fees that your physician, lab, or other medical professional may charge for the collection of the peripheral blood.
      • You understand that we may reimburse a physician for the collection of the peripheral blood and you may ask your physician or healthcare provider whether we may reimburse them for the collection of the peripheral blood.
      • You acknowledge and agree that you are ultimately responsible for the payment of the Services. We agree to accept payments by third-parties on your behalf. The third-party payer does not have any rights to the peripheral blood or the Stored Materials and subject to applicable law or court order, we will not take instructions regarding the peripheral blood or the Stored Materials from any third-party.
      1. Termination of this Agreement

You may terminate the Services at any time by contacting us in writing at support@goodcell.info.  Upon termination of your Services, we will refund the amount that you have already paid us minus the Minimum Service Fee Amount and any additional Services fees incurred, if such amount is a positive amount, so long as your account is in good standing and you are able to provide us with an acceptable proof of your identity.  If you have not paid the Minimum Service Fee Amount as of your termination date, then you must pay us the balance between what you have paid us as of the date of the termination of your Services and the Minimum Service Fee Amount and any other Service fees that you may have incurred.  If you do not pay us such balance, we may decline to transfer your Stored Materials until we receive such balance from you.  You may also (i) request transfer of the Stored Materials to another entity, (ii) donate the Stored Materials to us for its use in research purposes, or (iii) instruct us to destroy the Stored Materials according to our standard operating procedure, which may allow us to defer destruction of the Stored Materials until a later time.

If you instruct us to destroy the Stored Materials, the Stored Materials will not be used for any purpose, including for any therapeutic or research purpose, during the period of time following our receipt of such instructions and prior to destruction. In the event that you wish to transfer the Stored Materials to another appropriate entity (e.g., blood bank) and your account is in good standing (i.e., account is current), you agree to inform our Customer Service in writing of the request to transfer. Upon receipt of this request, LifeVault will communicate all transfer requirements to you, including but not limited to, your execution of a transfer agreement.

Upon transfer of the Stored Materials to another entity, we are no longer responsible for the storage or viability of those Stored Materials.

You will be responsible for shipment expenses and an administrative fee in connection with a transfer of the Stored Materials from LifeVault to another entity.

We may terminate the Services upon written notice to you if you fail to pay any required fees within sixty (60) days of the payment due date.  Our written notice will provide you with a final opportunity to become current with any payment obligations to us. In the event you fail to become current in the payment obligations within thirty (30) days from the date of our initial notice of nonpayment, the Services will terminate, and we will assume all rights to the Stored Materials, and neither you nor we will have any continuing obligations to the other, except as set forth in Section [22].

      1. Release

You agree and acknowledge that we make no representations or warranties with respect to the success of the Services, including the collection, transportation, testing, processing, cryopreservation, or storage process of your peripheral blood and/or Stored Materials.

You agree and acknowledge that we may also choose not to process and/or store your peripheral blood and/or Stored Materials for any of the following reasons, including, but not limited to: low plasma volume or low blood volume, low cell count, improper collection technique, improper or untimely handling and shipment of peripheral blood cells.

You hereby release LifeVault (dba GoodCell) 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 our provision of the Services or in connection with these ToS. You understand and agree that you are giving up certain rights that you might otherwise have, now or in the future, to sue or otherwise seek monetary damages or other relief against us for any reason relating to the Services or these ToS, other than the rights that you may have under other remedies listed in these ToS, if any.

You understand that we will not be liable for nonperformance of the Services (including the loss or destruction of the peripheral blood and/or Stored Materials) 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.

      1. Limitation of Liability

SUBJECT TO APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT LIFEVAULT (DBA GOODCELL) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE SERVICES AND/OR THE INFORMATION (INCLUDING TESTING RESULTS); (B) UNAUTHORIZED ACCESS TO YOUR INFORMATION OR DATA; (C) YOUR FAILURE TO KEEP YOUR ACCOUNT ID AND/OR PASSWORD INFORMATION CONFIDENTIAL AND SECURE FROM OTHERS, OR (D) ANY OTHER IMPROPER OR UNAUTHORIZED USE OR ACCESS OF THE SERVICES.

In the event your peripheral blood and/or Stored Materials 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 you will be entitled to is a refund of any amounts previously paid to us.

      1. Confidentiality of Health Information

Appropriate confidentiality will be maintained for your records concerning the Services. We may be required to release or make available information regarding certain positive test results, such as HIV, AIDS, hepatitis C, or other infectious diseases to federal, state, or local government agencies. For additional information regarding our Privacy Policy, please visit https://goodcell.com/privacy-policy.

      1. Resolution of Disputes

These ToS are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws, rules or principles. These ToS have been prepared in the English language and the English language shall control its interpretation. All questions, disputes or differences which may arise between you and us shall, if such questions, disputes, or differences cannot be amicably resolved by the Parties, be referred to arbitration to be held in Boston, Massachusetts 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 arbitrator’s 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.

      1. Entire Agreement

These ToS contains the entire agreement between the Parties with respect to the Services and supersedes any and all previous agreements and understandings, whether written or oral.

      1. Severability

The provisions of these ToS are severable. If any part or portion of these ToS are determined to be invalid or unenforceable, that provision will be modified so that it is valid and enforceable, and these ToS will otherwise remain in effect.

      1. Surviving Terms

The provisions set forth in Sections 1, 2, 3, 6, 7, 9, 10, and 12 through 22 of this Agreement shall survive termination of this Agreement.

If there are any questions concerning these ToS, please contact our Customer Service at support@goodcell.info.