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Service Agreement and Informed Consent

Tissue and Cell Banking Service Agreement and Informed Consent

This Tissue and Cell Banking Agreement Service Agreement and Informed Consent (“Agreement”) evidences all terms and conditions between AdiCyte Corporation (“AdiCyte”) and me, the undersigned individual, (“I” or “me” or “Client”), regarding the processing and storage of my adipose tissue and cellular components.

Responsibilities

AdiCyte will provide the following materials and services:

• Shipment of AdiCyte Collection Kit and Physician Instructions to client’s designated Physician
• Creation of  Client Account and Individual ID
• Shipment of Tissues and/or Cells to to AdiCyte’s Laboratory via overnight courier
• Processing and Storage of my adipose tissue and cellular components under cryogenic conditions
• At my request, retrieve/return my adipose tissue and/or cellular components

Client agrees to be responsible for:

• Notifying physician of the desire to collect adipose tissue
• Completion of required information and registration forms
• Payment of applicable fees to AdiCyte
• Maintaining current client account and payment information

Term

The initial term of this Agreement is for one year and will be automatically renewed on an annual basis upon payment of the annual maintenance fee. Client may cancel at any time with 30 days’ notice. Client is responsible for timely payment of all fees. If the annual maintenance fee is not paid within 90 days of its due date, AdiCyte will make best efforts to contact me as to the disposition of my sample.  If no payment is made, or no response is received from Client, this Agreement will immediately expire. Upon expiration or cancellation of this Agreement, AdiCyte may dispose of  my adipose tissue and cellular materials per AdiCyte’s Standard Operating Procedures. AdiCyte will have no obligation to notify me of the disposal and will have no further obligation to me with respect to the storage or retrieval of my adipose tissue.

Fees

Client must pay the following Client Services Fees at the pricing published on Adicyte’s website as of the effective date of this Agreement, or the date of any automatic  renewal, of this Agreement.

All fees must be paid by credit card.

Renewal, Cancellation, Termination, and Refund Policy

Activation begins upon collection of tissue. Unless otherwise notified by Adicyte, your credit card account will be automatically charged within 60 days prior to the expiration of the term of your Services Agreement for the Annual Storage Fee.   At that time, your Client Services Agreement will be renewed at the then current rate, unless you notify us of your desire to cancel your Client Services Agreement at least thirty (30) days prior to the renewal date, or within thirty (30) days following your automatic renewal for any Services Agreement with at least an annual term.  You may cancel your Services Agreement at any time by providing thirty (30) days written notice, and in this event, prepaid Client Services Fees for the remainder of the current term at the time of such termination are non-refundable.

Privacy Policy

Adicyte is committed to protecting the privacy of Clients and of Authorized Users.  Personally identifiable information that Adicyte receives, creates or collects is not disclosed to anyone other than your physician, or except as required by state or federal law. Except as stated above, or as necessary to perform the Services described in this Services Agreement, Adicyte does not sell or otherwise disclose information collected from Clients or from Authorized Users.

Authorization and Informed Consent

1.  Collection and Storage: I hereby request and  authorizemy physician to collect my adipose tissue, prepare it for shipment, and arrange to ship it to AdiCyte for processing and storage as provided in this Agreement. I understand that AdiCyte is not responsible for errors or negligence of my physician in extracting, collecting or using my adipose tissue. I understand that my physician does not act in any way as AdiCyte’s agent but is acting solely as my physician and on my behalf.  My physician is not paid by AdiCyt for his/her services in the collection and storage of my tissues.
2. Testing:  I consent to any testing of my adipose tissue and cellular components required by AdiCyte, or any regulatory or accrediting body.  These tests include, but are not limited to [    ]Test results may not be released to me except upon my request.  Test results may be  aggregated and used in publications, without individual identification.
3. Use and Release of tissue:  I understand that my adipose tissue may be useful to me in the future for cosmetic or reconstructive procedures and that it contains stem cells that may or may not have potential value in cell therapy and regenerative medicine.  I further understand that the field of regenerative medicine is still in the clinical research stage and regenerative treatments are not yet FDA approved. Any use of my adipose tissue or cellular components will be determined solely by my physician and me. I may never elect or have the opportunity to use my tissue for any cosmetic, reconstructive or therapeutic purposes, and there is no guarantee that if used, it will be effective.  Although infrequent, I understand that complications may occur that preclude the collection, acceptance or storage of my adipose tissue.
4. I consent to the release and exchange of my personally identifiable health information by and between AdiCyte and my physician for purposes of facilitating the services contemplated in this Agreement, including but not limited to collection, transport, processing, preservation, testing, storage,  retrieval and use of adipose tissue and cellular components, and the payment therefore. .  Acts of God and other force majeure events may negatively affect AdiCyte’s ability to provide  its service, and/or could make my tissue unusable. I understand that AdiCyte is not responsible for losses due to circumstances beyond AdiCyte’s control.

Release from Liability

I release AdiCyte and its directors, officers, employees and agents from any and all claims, causes of action, damages, losses or liabilities arising out of, or relating to, the collection, transport, processing, preservation, testing, storage,  retrieval and use of adipose tissue and cellular components,, except to the extent that any claim, cause of action, damage, loss or liability is due to AdiCyte’s gross negligence or willful misconduct as determined by a court.

Limitation of Liability

ADICYTE's LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO ADICYTE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO ANY LIABILITY. ADICYTE’S LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL OF ITS EXPENDITURES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE ABOVE LIMIT.  THE EXISTENCE OF CLAIMS OR SUITS WILL NOT ENLARGE OR EXTEND THE LIMIT. ADICYTE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING UNDER ANY CAUSE OF ACTION, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, WHETHER OR NOT ADICTYE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOUR STATE OF RESIDENCE MAY NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR OTHER LIMITATIONS SPECIFIED ABOVE.  IN THAT CASE, THIS LIMITATION MAY NOT APPLY TO YOU.  CLIENT'S ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH ADICYTE’S SERVICES IS TO NOT PAY THE ANNUAL RENEWAL FEE.

General

• This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to its conflicts of law principles.
• If Client and AdiCyte have a dispute regarding this Agreement, the dispute will be resolved through final and binding arbitration (“Arbitration”) in accordance with the rules of the American Arbitration Association.
• This Agreement, which includes Informed Consent, constitutes the entire Agreement between the parties and supersedes all previous Agreements or representations by AdiCyte, oral or written, relating to the subject matter of this Agreement.
• This Agreement may only be modified or amended by a writing signed by each party.
• If the performance of this Agreement or any obligations arising under this Agreement is prevented, restricted, or interfered with for any reason or condition beyond the control of AdiCyte, upon giving prompt notice to the Client, AdiCyte shall be excused from such performance.
• If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
• AdiCyte is not responsible for procedures or services performed by third parties, including, but not limited to, collection, courier transport, improper handling, or use in treatment. Both parties acknowledge they have read this Agreement, understand its terms and conditions, and agree to be bound by it.