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LIFEVAULT BIO, INC.
  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:

    • "Agreement" refers to this LifeVault Customer Agreement.
    • "Cell Banking" refers to the peripheral blood collection, transportation, processing, and storage.
    • "Cells" refer to the cells that are derived from the peripheral blood of the Customer.
    • "Collection Agent" refers to the individual or lab where the Customer chooses to have his or her blood drawn and shipped to the LPL.
    • "Collection Kit" refers to the container that holds the materials necessary for the collection and transportation of the peripheral blood.
    • "Customer" refers to you, the person who is a party to this Agreement.
    • "LifeVault" refers to LifeVault Bio, Inc., a Delaware corporation.
    • "LPL" refers to the LifeVault Processing Lab.
    • "Parties" refers to you, the Customer, and LifeVault.
    • "Service(s)" refers to the collection, transportation, testing, processing, cryopreservation, and storage of the Cells.

  5. Customer(s) Responsibilities

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

    • Read and accept this Agreement before having Customer’s peripheral blood collected by the Collection Agent.
    • Notify LifeVault of any changes to Customer’s contact or payment information while this Agreement is in effect.

  7. LifeVault’s Responsibilities

  8. LifeVault is responsible for the following:

    • Provide the Collection Agent with a Collection Kit to collect the peripheral blood and ship to the LPL.
    • Transportation of the Collection Kit from the Collection Agent to the LPL.
    • Notwithstanding anything set forth in this Agreement, neither the transportation provider nor LifeVault guarantees that the Collection Kit will reach LPL without delay, loss or damage in transit. LifeVault does not accept responsibility for failure to bank the Cells due to any transportation problems.
    • LifeVault does not insure the Cells against risk of loss or damage while they are in transit to LPL or at any time thereafter. If Customer wishes to obtain such insurance, Customer must procure it separately, at Customer’s own financial expense.
    • Once the Cells have been successfully transported, processed and stored, LifeVault will send Customer a notification of storage.

  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:

    • Phone
    • Postal Mail
    • Email
    • Text Messages; standard text messaging rates may apply.

    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:

    • 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.
    • Minors 13-17. 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 plasma 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. 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:

    • LifeVault shall be entitled to rely on Customer’s instructions regarding the disposition of the Cells, change in contact information, and/or any other requirement for Service(s) under this Agreement.
    • In the event that Customer wishes to assign the rights and obligations under this Agreement to a third party, this new party must sign a new Customer Agreement with LifeVault to confirm its understanding and agreement of the terms and conditions of the Service(s).
    • Customer understands that once Customer assigns the rights and obligations under this Agreement to a third party, this Agreement will become null and void, except as set forth in Section 16.
    • In the event of a dispute between Customer and any third party over ownership of the Cells, LifeVault will continue to provide Services, provided that all payments have been and continue to be made, until such time as LifeVault is presented with a final, non-appealable court order that mandates a change in ownership. At such time, the new owner shall execute and deliver a new Customer Agreement to LifeVault, or otherwise provide LifeVault with instructions to discontinue the Services.
    • Absent either contrary instructions from Customer or a final, non-appealable court order, as long as Cell Banking service fees continue to be paid, Cells will be subject to this Agreement.

    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.

    • Customer understand that if he/she discontinues LifeVault’s Service(s) after the collection, processing and/or storage of the Cells, LifeVault will not issue a refund of any fees charged and Customer agrees to pay LifeVault for all fees associated with the Services incurred or owing prior to termination and discontinuation of the Service(s).
    • Customer understands that LifeVault is not responsible for reimbursing Customer for the fees that his/her physician, lab, or other medical professional may charge for the collection of the Cells.
    • Customer understands that LifeVault may reimburse a physician for the collection of the Cells and Customer may ask his/her physician or healthcare provider whether LifeVault is reimbursing them for the collection of the Cells.
    • Customer acknowledges and agrees that he/she is ultimately responsible for the payment of the Service(s). LifeVault agrees to accept payments by third-parties on Customer’s behalf. The third-party payer does not have any rights in the Cells and LifeVault will not take instructions regarding the Cells from any third-party, with the exception of third-parties who have assumed the rights and obligations under a proper assignment of this Agreement.


  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.

    • In the event that Customer wishes to discontinue the Service(s) and Customer’s account is in good standing (i.e., account is current), Customer agrees to sign LifeVault’s Termination Agreement and provide proof of Customer’s identity.
    • Upon termination of this Agreement by Customer, Customer may (i) request transfer of the Cells to another entity, (ii) donate the Cells to LifeVault for its use in research purposes, or (iii) instruct LifeVault to destroy the Cells according to LifeVault’s standard operating procedure, which may allow LifeVault to defer destruction of the Cells until a later time.
    • If Customer instructs LifeVault to destroy the Cells, the Cells will not be used for any purpose during the period of time prior to destruction, including but not limited to any therapeutic or research purpose. In the event that Customer wishes to transfer the Cells to another appropriate entity (e.g., blood bank) and Customer’s account is in good standing (i.e., account is current), Customer agrees to inform LifeVault Customer Service in writing of the request to transfer . Upon receipt of this request, LifeVault will communicate all transfer requirements to Customer, including but not limited to, Customer’s execution of LifeVault’s Transfer Agreement.
    • Upon transfer of the Cells to another entity, LifeVault is no longer responsible for the storage or viability of those Cells.
    • Customer shall be responsible for shipment expenses and an administrative fee in connection with a transfer of the Cells from LifeVault to another entity.
    • LifeVault may terminate this Agreement upon written notice to Customer if for any reason Customer fails to pay any required fees within sixty (60) days of the payment due date.
    • LifeVault’s written notice will provide Customer with a final opportunity to become current with any payment obligations to LifeVault.
    • In the event Customer does not become current in the payment obligations within thirty (30) days from the date of LifeVault’s initial notice of nonpayment, this Agreement will terminate, and LifeVault will assume all rights to the Cells, and neither Customer nor LifeVault will have any continuing obligations to the other, except as set forth in Section 16.

  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.