Service Agreement and Informed Consent
Adipose tissue is the medical name for the fat removed during liposuction and other procedures.
Service Agreement and Informed Consent
This Client Services Agreement and Informed Consent ("Agreement") evidences all terms and conditions between AdiCyte, Inc. ("AdiCyte") and me, the undersigned individual, ("I" or "me" or "Client"), regarding the processing and storage of my adipose tissue and cellular components ("Sample").
AdiCyte will provide the following materials and services ("Services"):
- Shipment of AdiCyte Collection Kit and Physician Instructions to client's designated physician(s)
- Creation of Client Account and Individual ID
- Shipment of Sample(s) to AdiCyte's Laboratory via overnight courier
- Processing and storage of my Sample(s) under cryogenic conditions
- At my request, retrieve/return my Sample(s)
Client agrees to be responsible for:
- Notifying physician(s) of the desire to collect my Sample
- Completion of required information and registration forms
- Payment of applicable fees to AdiCyte ("Fees")
- Maintaining current client account and payment information
The initial term of this Agreement has been selected by Client from the payment plans published on AdiCyte's website as of the effective date of this Agreement ("Initial Term"). This Agreement will be automatically renewed after the Initial Term on an annual basis upon payment of Fees. If any Fees are not paid within 90 days of the due date, AdiCyte will make best efforts to contact Client as to the disposition of Client's Sample(s). 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 Client Sample(s) per AdiCyte's standard operating procedures or utilize Client Sample(s) for research purposes without individual identification if Client has not given instructions within 90 days of expiration or cancelation to the contrary. AdiCyte will have no obligation to notify Client of the disposal of Sample(s) and will have no further obligation to Client with respect to the storage or retrieval of Client Sample(s).
Client must pay applicable 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. Client is responsible for timely payment of all Fees. Client agrees to fulfill the payment obligations for the full Initial Term. Client's payment obligation for all Fees during the Initial Term shall survive the expiration of this Agreement which may occur due to non-payment by Client or cancellation with 30 days written notice by Client.
All fees must be paid by credit card.
Renewal, Cancellation, Termination, and Refund Policy
The initial term of this agreement begins upon successful processing and storage of Client Sample(s) by AdiCyte. Unless otherwise notified by AdiCyte, your credit card account will be automatically charged within 60 days prior to the expiration of the Term for the annual renewal of the Term. At that time, this Agreement will be renewed at the then current rate, unless you notify us of your desire to cancel this Agreement at least thirty (30) days prior to the renewal date, or within thirty (30) days following your automatic renewal for this Agreement with at least an annual term. Client may cancel this Agreement at any time by providing thirty (30) days written notice, and in the event of cancellation of this Agreement by Client, prepaid Fees for the remainder of the term are non-refundable.
AdiCyte is committed to protecting the privacy of Clients. Personally identifiable information that AdiCyte receives, creates or collects is not disclosed to anyone other than those you authorize ("Authorized Users"), such as 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 Agreement, AdiCyte does not sell or otherwise disclose information collected from Clients or from Authorized Users.
Authorization and Informed Consent ("Informed Consent")
- Collection and Storage: I hereby request and authorize my physician to collect my Sample(s), prepare Sample(s) for shipment, and arrange to ship Sample(s) to AdiCyte for processing and storage as provided in this Agreement. I understand that AdiCyte is not responsible for the errors or negligence of my physician in extracting, collecting or using my Sample(s). 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 AdiCyte for his/her services in the collection and storage of my Sample(s).
- Testing: I consent to any testing of my Sample(s) required by AdiCyte, or any regulatory or accrediting body or for the purposes of viability, sterility, and research. Test results may not be released to me except upon my request. Test results may be aggregated and used in publications, without individual identification.
- Use and Release of Sample(s): I understand that my Sample(s) 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 Sample will be determined solely by my physician and me. I may never elect or have the opportunity to use my Sample 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 Sample(s).
- 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 my Sample(s), and the payment therefore. Acts of God and other force majeure events may negatively affect AdiCyte's ability to provide its Services, 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 and my physician and his/her 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 my Sample, except to the extent that any claim, cause of action, damage, loss or liability is due to AdiCyte's or my physician'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 SERVICES FEE.
- 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, those provided by my physician, my physician's staff or courier transport, involving improper handling, or use in treatment of Client Sample. Both parties acknowledge they have read this Agreement, understand its terms and conditions, and agree to be bound by it.
I acknowledge that I have read and understand the terms and conditions set forth in this Agreement. As evidenced by my signature below, I accept all terms and conditions of this Agreement as of today's date ("Effective Date").