LIFEVAULT BIO, INC.

Terms of Service

  1. Introduction

  2. This Customer Agreement is between LifeVault Bio, Inc., the holding company of GoodCell, and you, the Customer, and covers LifeVault’s transportation, processing, testing, cryopreservation and storage of the cells from the peripheral blood of the Customer.

  3. Key Terms

  4. The following terms will be used throughout this Agreement:


  5. Customer(s) Responsibilities

  6. Customer acknowledges and agrees that he/she is responsible to complete the following:


  7. LifeVault’s Responsibilities

  8. LifeVault is responsible for the following:


  9. How LifeVault Communicates with Customers

  10. LifeVault prides itself on building strong relationships with its customers. In order to maintain this relationship, LifeVault may communicate with Customer regarding the Services, billing notifications, as well as general information regarding new research and treatments utilizing Cells.

    LifeVault utilizes several forms of communication, such as:


    In order for LifeVault to communicate most effectively, Customer shall ensure that his/her information is up to date at all times. If there is a change in Customer’s information, please contact Customer Service at support@goodcell.com.

  11. Informed Consent of Customer

  12. PLEASE NOTE: Customers must be 18 years or older. Customer elects to privately bank his/her Cells with LifeVault. Customer has read and understands his/her responsibilities and LifeVault’s responsibilities listed above and Customer hereby authorizes LifeVault to collect, transport, process and store his/her Cells. Customer represents and warrants that he/she is at least 18 years of age and is able to lawfully enter into this Agreement with LifeVault.

    Under-18 Users.

    a. Minors under 13. Under applicable digital information laws, the Company cannot allow anyone under the age of 13 to sign up online to use its services. Our tech transaction folks recommend putting in place an “age gate” on your website (ie user inputs their date of birth, and if they are under 13 they cannot able to proceed). They also recommend updating the Terms and Conditions to explicitly state that the user must be 13 or older (currently it says they must be 18 or older).

    b. Minors 13-17. For minors ages 13-17, some of our clients choose to insert the below language in the Terms and Conditions. Note that even with this language included, this agreement probably would not be enforceable against the minor, so there is certainly risk to the Company that the various protections contained in the Terms and Conditions would not be effective (waiver of liability, limitation of liability, etc.). Certainly defer to the Company whether it is worth allowing minors 13-17 to use your products, given this risk. The only way to fully eliminate the risk is to have a parent/guardian sign the agreement (in other words, a simple click-through won’t work).

    IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THIS AGREEMENT AND AGREE TO IT FOR YOU. IF YOU DON’T GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THIS, YOU DON’T HAVE PERMISSION TO USE GOODCELL. You represent and warrant that you are 18 years of age or older (or, if you are not 18 years of age older, that you have your parent’s or guardian’s permission to use the Services, and your parent or guardian has read and agrees to this Agreement on your behalf).

    Under-18 Users.

    a. Minors under 13. Under applicable digital information laws, the Company cannot allow anyone under the age of 13 to sign up online to use its services. Our tech transaction folks recommend putting in place an “age gate” on your website (ie user inputs their date of birth, and if they are under 13 they cannot able to proceed). They also recommend updating the Terms and Conditions to explicitly state that the user must be 13 or older (currently it says they must be 18 or older).

    b. Minors 13-17. For minors ages 13-17, some of our clients choose to insert the below language in the Terms and Conditions. Note that even with this language included, this agreement probably would not be enforceable against the minor, so there is certainly risk to the Company that the various protections contained in the Terms and Conditions would not be effective (waiver of liability, limitation of liability, etc.). Certainly defer to the Company whether it is worth allowing minors 13-17 to use your products, given this risk. The only way to fully eliminate the risk is to have a parent/guardian sign the agreement (in other words, a simple click-through won’t work).

    IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THIS AGREEMENT AND AGREE TO IT FOR YOU. IF YOU DON’T GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THIS, YOU DON’T HAVE PERMISSION TO USE GOODCELL. You represent and warrant that you are 18 years of age or older (or, if you are not 18 years of age older, that you have your parent’s or guardian’s permission to use the Services, and your parent or guardian has read and agrees to this Agreement on your behalf).

    Below is important information Customer needs to review and understand about the risks and benefits involved in Cell Banking.

    Customer understands that there are benefits and risks associated with the collection of his/her Cells. Customer understands that the Cells are being stored for potential therapeutic use by Customer. Customer understands that Cell Banking does not guarantee that the Cells will be suitable for any treatments or that treatment will work and only a physician can determine when it can be used. Customer understands that although research is ongoing, stem cells are not currently approved for treatment.

    - Suitability of Cells for Storage

    The storage of the Cells does not guarantee the suitability of the Cells for any or all types of future use. Release of the Cells 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 Cells are available for use, only a qualified physician can decide whether the use of the Cells outweighs any potential medical risk. Customer understands that LifeVault may also choose not to process and/or store the Cells for any of the following reasons, including, but not limited to: low volume or low blood volume, low Cell count, improper collection technique, improper or untimely handling and shipment of the Cells. LifeVault will contact Customer if a decision is made to not process and/or store the Cells, and in such event, LifeVault will refund all amounts paid by Customer to LifeVault. Customer understands and agrees that the test results for the Cells may be used for quality control purposes and for analyses and in publications, provided that they are aggregated with other data and do not contain any identifying information of Customer.

  13. Decision-Making Authority for the Cells

  14. Ownership of the Cells is a legal matter that may be determined in accordance with the laws of various jurisdictions. While LifeVault acts only in the capacity of a service provider and does not undertake to resolve legal ownership issues. Absent termination of this Agreement, LifeVault will assert no rights in connection with disposition of the Cells.

    Customer understands that LifeVault will act in the following manner during any period that Services are provided by LifeVault to Customer:


    Customer understands that he/she is allowed to request the Cells be transferred to another blood bank provided that the other blood bank is approved by the US Food and Drug Administration to receive the Cells and all state and federal regulations are followed. Customer understands that he/she is responsible for all shipment expenses and any administrative fees if Customer requests a transfer of the Cells to another qualified blood bank. Customer understands that in order to transfer the Cells, Customer will need to sign a transfer agreement.

    Customer understands that he/she has the right to have his/her questions answered and to receive a copy of this consent. If Customer has any questions regarding this Agreement, Customer can contact LifeVault Customer Service at support@goodcell.com.

  15. Request for Use of Cells for Treatment or Clinical Trial

  16. LifeVault is required to have an executed Agreement on file in order to release Cells for use in treatment or clinical trial. In the event that the Cells are requested for transplant or other treatment (including use in a clinical trial), LifeVault requires authorization and an Informed Consent by Customer to release the Cells, as well as a written request from a physician/researcher qualified to perform a stem cell transplant or other treatment. The Cells may only be used for the treatment of the Customer. The Customer's treating physician/researcher is responsible for donor eligibility determination and acceptability of the Cells in the requested treatment prior to release of the Cells, except in situations of urgent medical need, in which case, the donor eligibility determination may be made after the release of the Cells. LifeVault will only release the Cells in accordance with federal and state regulations. If the Cells are eligible for transplant or clinical trial, LifeVault will ship the Cells to the identified facility. Customer understands that he/she is responsible for all shipment expenses and an administrative fee in connection with a transfer of the Cells. If all of the Cells are used in treatment and Customer has prepaid for storage, LifeVault will prorate and refund the storage fees, as applicable.

  17. Payment for the Services

  18. LifeVault guarantees that the storage fee(s) for the Service(s) will not change for twenty-five (25) years from the time of enrollment.



  19. Termination of this Agreement

  20. This Agreement may be cancelled at any time by contacting LifeVault. If this Agreement is cancelled, LifeVault will prorate and refund any remaining balance on Customer’s account.


  21. Release, Limitation of Liability, and Indemnification

  22. Customer acknowledges and agrees that LifeVault makes no representations or warranties with respect to the success of the collection, transportation, testing, processing, cryopreservation, or storage process.

    In the event the Cells 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 Customer will be entitled to is a refund of any amounts previously paid to LifeVault.

    Customer understands that external factors such as delays in transportation, extreme temperatures, and improper collection are beyond the control of LifeVault and Customer acknowledges and agrees to hold LifeVault harmless for any deterioration or degradation of the Cells that are attributable to such external factors.

    Customer understands and agrees that LifeVault accepts no liability for any breach of its obligations or other acts or omissions by itself or others, such as the physician, medical facility, medical staff, and transporters of the Cells. Customer understands that the performing physician in no way acts as an agent for LifeVault.

    Customer understands that both the Service(s) and any eventual transplantation or other medical procedures that may be used in connection with the Cells involve new techniques and procedures, and that there is no guarantee or assurance of a successful outcome in the event that the Cells are required for use. Customer hereby releases LifeVault 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 LifeVault’s Service(s) or this Agreement.

    Customer understands and agrees that Customer is giving up certain rights that Customer might otherwise have, now or in the future, to sue or otherwise seek monetary damages or other relief against LifeVault for any reason relating to the Service(s) or this Agreement, other than the rights that Customer may have under other remedies listed in this Agreement, if any.

    Customer understands that LifeVault will not be liable for nonperformance of this Agreement (including the loss or destruction of the Cells) 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.

  23. Confidentiality of Health Information

  24. Appropriate confidentiality will be maintained for all patient records concerning the Service(s). LifeVault 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 LifeVault’s Privacy Policy, please visit https://www.goodcell.com/privacy.

  25. Resolution of Disputes

  26. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws, rules or principles. This Agreement has been prepared in the English language and the English language shall control its interpretation. All questions, disputes or differences which may arise between the Parties to this Agreement 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 arbitrators’ 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.

  27. Entire Agreement

  28. This Agreement contains the entire agreement between the Parties with respect to the Service(s) and supersedes any and all previous agreements and understandings, whether written or oral.

  29. Severability

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

  31. Surviving Terms

  32. The provisions set forth in Sections 10 through 16 of this Agreement shall survive termination of this Agreement.

If there are any questions concerning this Agreement, please contact LifeVault Customer Service at support@goodcell.com.