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Embryo Options Website Terms of Use

Embryo Options, LLC ("Embryo Options"), has created this website (the "Website" or the "Site") to provide an online platform for registered users to obtain more information about the disposition options for various biological materials including embryos, eggs, sperm or testicular tissue, and for paying for the continued cryopreservation of these biological materials.

To assist you in using the Website and associated Services, and to ensure a clear understanding of the relationship arising from your use of the Website and participation in these Services, we have created (i) these Terms of Use (the "Terms"), and (ii) a Privacy Policy. Our Privacy Policy explains how we treat information that you provide to us through the Site, and our Terms govern your use of our Site. Our Terms and Privacy Policy apply to anyone accessing our Website (collectively, "you"), including (i) casual visitors to our Site, who may access our Site's home page ("Site Visitors"), and (ii) individuals who visit the Website and participate in the Services, to explore their dispositional options for their biological material, as well as associated cryopreservation bill payment services ("Registered Users"). The terms "Embryo Options," "we" and "us" refer to Embryo Options, LLC.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE WEBSITE OR PARTICIPATE IN OUR SERVICES. BY ACCESSING OR REGISTERING WITH THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR WEBSITE OR REGISTER TO PARTICIPATE IN OUR SERVICES.

1. Your Agreement. These Terms govern: (i) your use of the Website; (ii) Registered Users' receipt of, and participation in, Embryo Options' services offered through the Website, including those set out in Section 2 (Our Services; Overview) (collectively, the "Services"); (iii) Registered Users' provision of information in connection with participating in our Services ("User Content"); and (iv) your use of information obtained through the Website, including information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress and other intellectual property owned by Embryo Options or our licensors and made available to you through the Site or Services (collectively, the "Embryo Options Content"). Please read these Terms carefully; they impose legal obligations on you and on Embryo Options, and establish our legal relationship. By using the Services or accessing our Website, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them.

We have designed our Site so that Site Visitors may only access our Site's home page. Registered Users may view additional portions of our Site and review a range of information about Embryo Options and our Services.

Registered User will be required to agree to these Terms during the registration (and from time to time as we may require). You may also be prompted to click/check an "I Accept" button/box, which further confirms your agreement to be legally bound by these Terms.

2. Our Services; Overview. The Website is designed to provide an online platform for Registered Users to obtain information about the disposition options for various biological materials including embryos, eggs, sperm, or testicular tissue, and for paying for the continued cryopreservation of these biological materials.

2.1. Billing Services. If you have elected to store biological tissue with or through your in vitro fertilization healthcare provider (each, an "IVF Clinic"), we may facilitate billing for such storage services on behalf of your IVF Clinic (the "Billing Services"). Your IVF Clinic will provide billing instructions to us while your account with the IVF Clinic is active. If you elect to close your account with your IVF Clinic and terminate your Billing Services, you can do so through our Website by choosing a disposition option that no longer requires you to pay for the continued cryopreservation of your biological material, and following your IVF Clinic's policies and procedures to complete that disposition option. Our collection of your financial information for use in our Billing Services is governed by our Privacy Policy. Please note that we do not have any part in the actual handling or disposition of your biological material.

2.2. Biological Material Disposition & Recipient Services. The term "Biological Material Disposition Services" means, collectively, the services detailed in this Section 2.2 (Biological Material Disposition Services).

2.2.1. Disposing of Biological Material through Donation to Another Couple or Individual for Procreation. Registered Users that have stored biological material with an IVF Clinic that no longer wish to use their biomaterial may access through the Site education and assistance with donating their biological material to another couple or individual for the purpose of aiding those individuals with establishing a pregnancy. The Website may assist Registered Users in finding a compatible registered recipient (as further detailed in Section 2.2.2 (Recipients of Biological Material) below) for their biological material using matching functionality found on the website, that may involve Registered Users and other users building anonymous profiles that may include demographic, medical information, personal stories and photos (the "Matching Site"). We shall have no responsibility for the accuracy of the information inputted into profiles available on the Matching Site, and expressly disclaim the same. If a Registered User elects to donate his or her biological material to another couple or individual, he or she must follow the policies and procedures of the applicable IVF Clinic, and should seek professional legal counsel based on recommendation from the IVF Clinic. If a Registered User decides to donate his or her biological material to another couple or individual for procreation, we shall have no further obligations or involvement with the decision.

2.2.2. Recipients of Biological Material. Registered Users wishing to be a recipient of biological material for the purpose of establishing a pregnancy may be able to find donors of such material through our Site (each, a "Potential Recipient"). Potential Recipients may discover registered donors willing to donate their biological material by using the Matching Site. We shall have no responsibility for the accuracy of the information available on the Matching Site, and expressly disclaim the same. If a Potential Recipient match with a registered donor occurs, the Potential Recipient will be instructed to contact the donor’s IVF Clinic to understand next steps in completing the donation. If a Potential Recipient matches with a registered donor, the Potential Recipient's profile and personal contact information including his or her name, phone, email and mailing address will also be made accessible to the donor’s IVF Clinic. We at no time will share Potential Recipient's personal contact information with registered donors. If a Potential Recipient elects to receive donated biological material, the Potential Recipient must follow the policies and procedures of the applicable IVF Clinics, and should seek professional legal counsel based on recommendation from the IVF Clinic.

2.2.3. Disposing of Biological Material through Donation to Science. Registered Users with stored biological material at an IVF Clinic that they no longer wish to use may access through the Site (i) education about how their biological material can be used to conduct scientific research, and (ii) a list of research institutions that may be willing to accept donated biological material. Registered Users electing to donate their biological material to science must follow the policies and procedures of the research institution of their choice, and the applicable IVF Clinic, and we shall have no further obligations or involvement in connection with their decision.

2.2.4. Disposing of Biological Material through Thaw and Discard. Registered Users with stored biological material at their IVF Clinic that they no longer wish to use may access through the Site education on the thaw and discard process, and download their IVF Clinic's thaw and discard informed consent document. Registered Users electing to thaw and discard their biological material must follow their IVF Clinic's policies and procedures for completing this disposition option, and we shall have no further obligations or involvement in connection with their decision to thaw and discard their biological material.

2.2.5. Information Services. Registered Users may use the Website to research and obtain information related to the disposition of biological material that may remain cryopreserved after Assisted Reproductive Technology (ART) treatment cycles, and related topics (collectively, the "User Query Information"). IVF Clinics will be able to query the Website to review User Query Information and to determine what Biological Material Disposition Services options may be of interest to Registered Users.

2.3. Disclaimers. Please see Section 11 (Disclaimers) for additional limitations and disclaimers regarding the Site.

3. Obtaining a Password; Protecting Your Password. Except for our home page, our Website is designed only to be accessible only to Registered Users with a valid password. Registered Users must keep in mind that we will treat anyone who uses their username and password as that user. We will provide this individual with all of the rights and privileges that we provide to that Registered User, and we will hold that Registered User responsible for the activities of a person using your password. We therefore recommend that Registered Users maintain their username and password in confidence, and that they refrain from disclosing this information to anyone who might "pretend" to be that Registered User with respect to the Website and their participation in the Services. We also ask that Registered Users notify us immediately if they suspect that someone is using their user name and/or password in this or any inappropriate manner.

4. Grant of Rights to Site Visitors and Registered Users.

4.1. Grant of Rights to Site Visitors. As a Site Visitor, you are granted the right to access our Site's home page, solely for your personal, non-commercial use. You may not (i) access, view, modify or otherwise use any portion of our Site not made expressly accessible to you, or (ii) otherwise modify, copy, distribute or otherwise use the Embryo Options Content or Services available on the Website.

4.2. Grant of Rights to Registered Users. As a Registered User, you are granted the right to enter and/or upload information related to you for participation in the Services ("Your User Profile"). You may access, view, update or otherwise modify Your User Profile through your password-protected access to the Website. You may not access, view or modify the User Profiles of other Registered Users. You may access and view certain other password-protected areas, such as the Disposition Services, for use solely in conjunction with the Services and as provided in these Terms, and you may not modify, copy, distribute or otherwise use the Embryo Options Content or Services available on the Website.

4.3. Duration of Rights. You will continue to enjoy Your rights under Section 4.2 (Grant of Rights to Registered Users) for as long as you are a Registered User, unless Your password is revoked or suspended, as set out in Section 8 (Monitoring; Revocation or Suspension of Use Privileges).

5. Ownership; Reservation of Rights. The information, software, artwork, text, video, audio, pictures, trademarks, trade dress and other intellectual property embodied in the Site or Services or the Embryo Options Content, are the proprietary property of Embryo Options and our licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Embryo Options and our licensors retain all rights with respect to the Services and the Embryo Options Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify or create derivative works from the material presented through the software, the Website and/or through the Services unless specifically authorized in writing by Embryo Options.

6. Registered User Grant of Rights.

6.1. Grant of Rights to Embryo Options in User Content. By submitting User Content for participation in our Services by completing our template, uploading files, or otherwise (if such features are available to you), you grant Embryo Options the right to use, copy, reformat, index, modify, display and distribute your User Content for the purposes of providing our Services. No compensation will be paid with respect to Embryo Options' use of your User Content.

6.2. Registered User Comments/Feedback. Our Website may allow Registered Users to provide comments or feedback regarding our Website and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Website and our Services.

6.3. Rights/Permissions You Must Have in Your Submitted Content. In submitting User Content, you represent and warrant that you have sufficient authority and rights to post such User Content, and to provide the grant of rights to us.

6.4. Right to Decline Submitted Content. We expressly reserve the right to refuse to use (or to disable) User Content that we conclude, in our sole discretion, violates these Terms or our Privacy Policy, or is incompatible with the purposes of the Website.

7. Code of Conduct. As a condition to your use of the Website and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:

• Upload, email or otherwise transmit any images or other User Content that is unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography or is otherwise objectionable.

• Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person's consent.

• Submit material that is intentionally false, defamatory, unlawfully threatening or unlawfully harassing.

• Infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images and text in electronic form – can easily be copied, modified and sent over networks (such as the internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Website without the copyright owner's permission or without a legitimate "fair use" justification for the transmittal.

• Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

• Use the Website to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.

• Use the Website in a manner that could disable, overburden or impair the Website or Services or interfere with any other party's use and enjoyment of the Website and Services, such as through sending "spam."

• Use the Website to test or reverse engineer the Website in order to find limitations, vulnerabilities or to evade filtering capabilities.

• Seek to obtain access to any materials or information through "hacking", "data harvesting" or through other means we have not intentionally made available to you through the Website.

• Use the Website for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Website to violate any law, statute or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).

8. Monitoring; Revocation or Suspension of Use Privileges. We reserve the right at any time to (i) monitor your use of the Website, and (ii) terminate or suspend your use of some or all of the Site or Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate these Terms or our Privacy Policy. Although we have no – and assume no – obligation to monitor activities on the Website, please understand that we may employ filters designed to detect and block inappropriate content described in our Code of Conduct. We reserve the right to request edits to your submission, to refuse to post or to remove any information or materials, in whole or in part, that we believe, in our sole discretion, is incompatible with our Code of Conduct. Furthermore, we may terminate the right of Registered Users to access and otherwise use our Site if they are delinquent in their payment obligations to their applicable IVF Clinic.

You should also understand that our Code of Conduct is based in many instances on principles of applicable law. Violations of our Code of Conduct accordingly may expose you to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. Embryo Options reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, consistent with our Privacy Policy.

9. Links to Third-Party Sites. The Website may contain links or produce search results that reference links to third party websites (collectively, "Linked Sites"). Embryo Options has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions or materials available on Linked Sites. Embryo Options does not endorse the content of any Linked Site, nor does Embryo Options warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.

10. User Disputes. You are solely responsible for your interaction with IVF Clinics and other Registered Users, both online or offline. We have no obligation to become involved in any disputes between you and other Registered Users or IVF Clinics. If you have a dispute with one or more Registered Users or an IVF Clinic, you release Embryo Options (and our officers, directors, agents, employees, subsidiaries and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

11. Disclaimers.

11.1. No Referrals. The Website is an informational service, not a referral service. Embryo Options does not and shall have no obligation to examine, verify, endorse or otherwise approve any of the IVF Clinics who may use or advertise on the Website, nor any prospective embryo donors or embryo recipients whom a Site User may preliminarily select through the Website. You acknowledge that your participation in the Services is voluntary. Embryo Options makes no recommendations, guarantees, endorsements, referrals or warranties with regard to IVF Clinics for which Embryo Options may provide Billing Services or other Services through the Website or use of the Services (including, but not limited to, the Matching Services), and Embryo Options shall have no liability with regard to same.

11.2. No Medical Advice. The content on the Website is provided for general informational purposes only and is not intended as, nor should it be considered a substitute for, professional medical advice. Do not use the information on the Website for diagnosing or treating any medical or health condition. If you have or suspect you have a medical problem, promptly contact your professional healthcare provider.

11.3. Warranty Disclaimer. EMBRYO OPTIONS DOES NOT PROMISE THAT THE WEBSITE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE WEBSITE WILL PROVIDE SPECIFIC RESULTS FROM YOUR PARTICIPATION IN THE SERVICES OR YOUR USE OF ANY CONTENT, SEARCH OR LINK ON IT. THE WEBSITE AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WHEN YOU ACCESS THE WEBSITE, YOU DO SO AT YOUR OWN RISK. EMBRYO OPTIONS DOES NOT REPRESENT OR WARRANT THAT MATERIALS YOU DOWNLOAD FROM EMBRYO OPTIONS SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.

EMBRYO OPTIONS DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE WEBSITE; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE WEBSITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE EMBRYO OPTIONS WEBSITE AND RELATED SERVICES AND CONTENT IS AT YOUR SOLE RISK.

12. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL EMBRYO OPTIONS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE EMBRYO OPTIONS WEBSITE, SERVICES (INCLUDING, BUT NOT LIMITED TO, The MATCHING SERVICES) AND CONTENT.

13. Indemnity. You agree to defend, indemnify and hold Embryo Options and its subsidiaries, affiliates, officers, directors, agents and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms.

14. Modifications to these Terms. We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Website. Please feel free to print out a copy of the current Terms for your records.

15. Assignment. These Terms shall not be assignable by you, either in whole or in part. Embryo Options reserves the right to assign its rights and obligations under these Terms.

16. General. These Terms shall be governed in all respects by the laws of the state of Illinois without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts in the state of Illinois in the judicial district where Embryo Options has its principal place of business. The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Embryo Options' failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Embryo Options and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

17. Survival. The following provisions shall survive the termination of these Terms and shall apply indefinitely: (i) Section 5 (Ownership; Reservation of Rights); (ii) Section 11 (Disclaimers); (iii) Section 12 (Limitation of Liability); (iv) Section 13 (Indemnity); (v) Section 16 (Assignment); (vi) Section 17 (General); and (vii) Section 18 (Survival).

18. Relationship to Privacy Policy and Other Contracts. These Terms must be read in conjunction (i) with other agreements into which you may enter concerning the Website or Embryo Options' Services, and (ii) with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy shall control. Similarly to the extent these Terms conflict with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement will control.

19. Contact Us. If you have any questions about these Terms, the practices of this Site, or your dealings with this Website, please contact us at:

Embryo Options, 13400 S. Route 59, Ste. 116-169, Plainfield, IL. 60585-5830, Phone – 800-333-5454

You may contact us, for any reason, by e-mail as follows:

customerservice@embryooptions.com

20. Effective Date. The effective date of these Terms is April 1, 2015.

COPYRIGHT AND LEGAL NOTICE.

Copyright © 2017 Embryo Options. All Rights Reserved.

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