Website User Agreement

Welcome to California Cryobank. California Cryobank, Inc. ("we" or "Cryobank") provides its products and services to you subject to the following conditions. If you visit our site or purchase any products or services from Cryobank, you accept the terms and conditions of this User Agreement. Please read them carefully.

SCOPE

This User Agreement applies to your use of our site and your ordering, on the site or otherwise, of sperm donor information (profiles, audio files, photos and other information and services), ("Donor Information"). The purchase or storage of specimens requires you to enter into one or more additional agreements.

LICENSE AND SITE ACCESS

Cryobank grants you a limited license to access and make personal use of this site and any Donor Information (collectively, "Licensed Content") and not to download (other than donor information that is validly ordered via the site or page caching) or modify Licensed Content, or any portion of it, except with express written consent of Cryobank. This license does not include any resale or commercial use of Licensed Content; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Licensed Content or any portion of Licensed Content may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Cryobank. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Cryobank and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing Cryobank's name or trademarks without the express written consent of Cryobank. Any unauthorized use terminates this permission or license granted by Cryobank.

YOUR ACCOUNT

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Cryobank does not sell services or products for children. By using this site, you represent to Cryobank that you are over the age of 18. Cryobank and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

PRIVACY AND ELECTRONIC COMMUNICATIONS

Please review our Privacy Policy to understand our practices. The Privacy Policy explains how Cryobank collects, uses, and discloses Information about you and helps you understand your choices and options for accessing, updating, or removing Personal data (also, "Personal Information," "Data" or "Information").

When you visit our website or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Depending upon your state or country of residence, you may have additional rights to access and delete certain Personal Information. Please review the Privacy Policy to understand your rights regarding access and removal of Personal Information.

INTELLECTUAL PROPERTY AND USE OF THE SITE

All text, graphics and multimedia content available from the site and all related code, including (but not limited) to HTML, other mark-up languages, and all scripts within the site, and all Donor Information are the property of Cryobank or its affiliates. All material on our site, including (but not limited to) images, illustrations, audio clips and video clips, is protected by copyrights that are owned or controlled by Cryobank or by other parties that have licensed their material to Cryobank. Material from the site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. Modification of the materials or use of the materials for any other purpose is a violation of copyright and other proprietary rights. The use of any such material on any other website or computer environment is prohibited.

"California Cryobank," "California Cryobank, Inc.," "California Cryobank Stem Cells Services," "CBR," and the Cryobank logo are trademarks and service marks of Cryobank. All other trademarks, service marks and logos used on this site are the trademarks, service marks or logos of their respective owners.

NO WARRANTIES

This site, including any content or information contained within it and any site-related service, and all donor information is provided "as is" with no representations or warranties of any kind, either expressed or implied, including (but not limited to) the implied warranties or merchantability, fitness for a particular purpose, and noninfringement. In particular (but without limitation), Cryobank does not warrant that the functions contained in the materials on the site will be uninterrupted or error-free, that defects will be corrected, or that the site or the server that makes them available are free of viruses, worms, trojan horses or other harmful components. Cryobank does not warrant or make any representations regarding the donor information, the use of the results of the use of the materials in the site, in terms of their correctness, accuracy, reliability, timeliness, suitability or otherwise. You assume total responsibility and risk for your use of this site and all site-related services. In particular (but without limitation), Cryobank is not responsible for and does not approve or endorse the content of any sites that may be linked to this site. Links to any such sites are provided for your convenience only, and you access them at your own risk.

LIMITATION OF LIABILITY

Cryobank, its licensors and suppliers are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to our site, site-related services or content, or other services or products obtained from Cryobank, even if advised of the possibility of such damages. Your sole remedy for dissatisfaction with our site services or products is to stop using the site and/or those services.

TERRITORIAL CONSIDERATIONS

Our site is controlled and operated by Cryobank from its offices within the State of California, U.S.A. Our site is intended for use only in the U.S. and in the UK, to the extent the site is accessed through the UK webpage. Cryobank makes no representation that materials in the site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of or access to the site should not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than the State of California.

BINDING ARBITRATION

Notwithstanding the provisions relating to the General Provisions section below, any dispute relating in any way to your visit to our site or to products or services that you purchase from us shall be submitted to confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate Cryobank's intellectual property rights, Cryobank may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association, which will appoint a neutral arbitrator to conduct the arbitration. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party in the arbitration shall be entitled to recover all costs of the arbitration including, without limitation, attorneys’ and experts' fees.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Cryobank and its affiliates, and each of their directors, officers, employees, agents, representatives, independent contractors, customers, successors and assigns from and against any claim, loss, damage, liabilities, demands, offsets, causes of action and expenses, including attorneys' and experts' fees, arising out of or related to any third party action, proceeding, or dispute involving your use of our site or products or services that you obtain from us. Cryobank shall promptly notify you in writing of any such third-party action and you agree to immediately assume full control and responsibility for such matter including the payment of all expenses and liabilities, including attorneys' and experts' fees in connection therewith; provided, however, that you shall not settle any such action without the prior written consent of Cryobank, which consent shall not be unreasonably withheld.

GENERAL PROVISIONS

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of law. Any action you, any third party, or Cryobank brings to enforce this Agreement, or in connection with any matters related to this Site, shall be brought only in the state or Federal courts located in Delaware. You expressly consent to the jurisdiction of said courts.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement, and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between the parties relating to the matters set forth herein, and shall not be modified except in a subsequent agreement between you and Cryobank. This User Agreement will inure to the benefit of Cryobank and its successors and assigns.

Cryobank reserves the right to change or update our site or this User Agreement at any time. Any changes or updates are effective immediately upon posting to the site. You agree to review this User Agreement periodically so that you are aware of any modifications. Your continued use of our site and the services available through the site after the posting of any such modifications shall be deemed your acceptance of the modified User Agreement.