Consent: By checking the box below following a careful read of its terms and conditions, I acknowledge and represent that my purchasing of the services offered and provided by Sppare.me is entirely voluntary. I acknowledge that Sppare.me has provided me with sufficient information regarding the procedures for carrying out its service including the standard for cryopreservation of my Specimen (as defined below) and has given me the opportunity to ask any questions regarding the service so I can consult with my personal doctor, all so I can make an informed decision of whether to consent or refuse to consume any services under the agreement below.
Semen Collection, Delivery, Testing, Processing and Storage Service Agreement
This agreement (the “Agreement”) is entered into between the undersigned individual (the “Client” or “You”) and Sppare.me, Inc. and its affiliates (“Sppare.me” or “We” or “Our”), for the provision of semen collection, delivery, testing, processing and storage services with respect to the Client’s semen specimen(s) (the “Specimen” or “Sample”).
Whereas, the Client wishes to store his Specimen for future use with his sexually-intimate partner; and
Whereas, Sppare.me offers a platform for collecting, shipping, testing, processing, storing, retrieving and destroying semen specimens (the “Service”); and
Whereas, Sppare.me and the Client (the “Parties”) agree that the terms and conditions as set forth in this Agreement will apply to the Service;
Therefore, the Parties agree, as follows:
1) Sppare.me is responsible for shipping the Sppare.me home semen collection kit (the “Kit“) to the Client, testing, processing and storing the Client’s Specimen in accordance with the applicable laws, regulations, and industry and medical standards applicable at the present time until this Agreement is terminated pursuant to Sections 14-19 of this Agreement.
2) The Client is responsible for collecting and shipping the Specimen in accordance with Sppare.me’s instructions regarding collection, shipping and labeling, as provided in our website at https://sppare.me (the “Website“) and/or in the instruction package provided with the Kit. The Client acknowledges that a failure to carefully follow such instructions might result in diminished clinical results and/or Sppare.me not being able to process and/or store the Specimen. Any damages or costs associated with a failure to follow the instructions will be borne by the Client in accordance with the refund policy published on the Website.
3) The Client acknowledges that Sppare.me has provided him (including but not limited to information provided on the Website) with sufficient information regarding the procedures for carrying out the Service, the potential uses of the Specimen in reproductive procedures and the costs associated with the Service, including any costs associated with retrieval of the Specimen.
4) The Client understands and acknowledges that Sppare.me cannot guarantee that the Client’s Specimen will be cryopreserved. The standard for determining whether or not the Client’s Specimen will be preserved by Sppare.me is whether, based on reasonable professional judgment of laboratory personnel at the time of processing the Specimen, the Specimen is predicted to be usable for reproduction procedures (e.g., IVF-ICSI) post-thawing. The Client understands that this standard is different than the World Health Organization standard for performing and reporting the results of a semen analysis, and is specifically meant to determine whether the Specimen can reasonably provide a fertility backup for the Client.
The Client will be provided with his sperm test result report which includes sperm count, total motility and morphology (as an option). With these results, Client is hereby strongly advised and agrees to consult his physician in order to understand the clinical interpretation of such results and recommended next steps under the specific circumstances and medical condition of the Client. For the avoidance of doubt, it is hereby represented that Sppare.me shall not perform any DNA testing (or any other undisclosed tests) and/or sequencing DNA on the Client’s Specimen.
5) The Client agrees to pay all fees associated with the Service. This includes storage fees paid under a prepaid arrangement and/or on an annual basis. It should be noted that our annual storage fees are charged annually at the first day of the relevant storage year. The fees will be set by Sppare.me and published on Sppare.me’s Website and are accepted by the Client upon completing an order and/or by utilizing the Service. The order confirmation, email correspondence and any forms filled out by the Client are incorporated herein as part of the Agreement. Client understands that any fees may be adjusted from time to time by Sppare.me, without prior notice to or approval by Client, based upon industry factors including but not limited to increase in costs. Sppare.me will provide the Client with a written notice informing the Client of any change in aforementioned fees. The Client further agrees to pay all the applicable Specimen retrieval fees upon one or more vials of the Specimen being retrieved from storage.
6) The Client acknowledges that it is his sole responsibility to complete, at his own cost, blood and urine testing for all potentially infectious diseases described on the Website and/or in the Kit instructions and instruct the testing laboratory to directly provide a copy of the results by fax or email to Sppare.me no later than 45 days after Specimen collection date. Sppare.me will agree to accept blood and urine tests performed during the 30-day period ending on the day of receipt of the Client’s first Specimen in its laboratory.
If the Client tests are positive for any disease the Client agrees to pay the applicable quarantine storage fees, as published from time to time on Sppare.me’s Website. If all or part of the required test results are not provided to Sppare.me as specified above within 45 days, the Client agrees to immediately pay the applicable special storage fees, as published from time to time on Sppare.me’s Website. If all or part of the required test results are not provided to Sppare.me as specified above within 75 days after Specimen collection date, Sppare.me shall become the sole owner of the Specimen and shall have the unfettered right to terminate the Specimen without any further notice to the Client, unless the Client has contacted Sppare.me before the last day of the aforementioned 75-day period and agreed to pay an annual separate storage tank fee of $2,500 a year charged at the beginning of each year until all testing results are provided.
The Client acknowledges that in certain circumstances Sppare.me might not be able to store the Specimen or retrieve stored Specimen for use if blood and urine tests are not provided or positive. The Client further acknowledges that in order to comply with medical or industry standards, practices, regulations or legislation, Sppare.me may require the Client, prior to or following the completion of the Service, to complete a health survey or undergo or restate all or part of the aforementioned or additional blood and urine tests, or Sppare.me may test the Specimen itself (the “Additional Requirements“). In such a case, the Client must comply with the Additional Requirements within 30 days after Sppare.me issues a written notice and agree to bear all the associated costs and expenses. Failure to comply with the Additional Requirements or reimburse Sppare.me for any associated costs will result in termination of this Agreement with no refund of any previously paid amounts.
7) The Client acknowledges that the Specimen can only be used with a Sexually Intimate Partner, as may be defined or interpreted under applicable FDA regulations or state laws and/or regulations, and might not be eligible for donation, including to a specific recipient (including, as a clarification, a surrogate) by a person known as a Known or Directed Donor. Exceptions may apply in accordance with the relevant parts of Title 21, the U.S. Food and Drug Administration, of the Code of Federal Regulations or the relevant State laws and regulations. You are strongly advised to consult with attorney regarding the potential use of your Specimen in your specific circumstances.
8) During Client’s lifetime, Sppare.me will release the Specimen only to the Client’s licensed physician or another qualified storage facility, at the expressed written and notarized authorization of the Client submitted to Sppare.me at least 30 business days in advance of the date needed, for the sole purpose of procreation with a Sexually Intimate Partner. In a case where the Client’s Specimen is released, the Client authorizes Sppare.me to release his medical records and all other individually identifiable health information to his physician or his physician’s designee for evaluation, including but not limited to: account number, Specimen quality and test results, order history, blood-work and related medical information. The Client understands that this authorization is voluntary and that if the individual or entity authorized to receive the aforementioned information is not a covered entity under federal privacy regulations, the release of such information may not be protected by the federal privacy regulations, and might further be disclosed to other parties. The Client acknowledges that the procedures for releasing the Specimen may be modified by Sppare.me, in its sole discretion, to follow any industry standards, laws, practices and regulations. Sppare.me has the right to require the Client to complete any testing, as a precondition to releasing his Specimen, in accordance with industry standards, laws, practices and/or regulations.
9) Client hereby agrees to pay all fees and costs associated with retrieving the Specimen and transferring it to a licensed physician, as published on the Website and may change from time to time. These fees apply to transfer within the United States only. Shipping outside the United States will have an additional cost and will be conditioned with the Client’s arrangement for permits (e.g., customs and legal permits for shipment of biological substances, to the extent required) and shipment of the Sample.
10) This Agreement terminates upon the death of the Client. Upon termination of this Agreement, Sppare.me shall become the sole owner of the Specimen and shall have the unfettered right to terminate the Specimen without further notice to the Client, the Client’s estate, successors, beneficiaries or any other person who may claim an interest in the Specimen.
Notwithstanding the aforementioned: (a) if the Client is not married at the time of his death, this Agreement is not terminated if the Client has made a written, signed and notarized statement during his lifetime, expressing his will to parent, use the Specimen for procreation after his death, and transfer the ownership of the Specimen to a specific sexually intimate designee (the “Statement“) or otherwise such ownership over the Specimen is transferred to a specific designee by a court order; or (b) if the Client is legally married at the time of his death, this agreement is not terminated if the Client has established by evidence deemed sufficient by Sppare.me his consent to the disposition of his Specimen to become the property of his surviving spouse and it may be used by her for the purpose of procreation.
Any legal costs, relating to a release of a Client’s Specimen upon his death, incurred by Sppare.me, the Client, the Client’s estate or by any person claiming ownership over the Client’s Specimen upon his death, will be fully borne and timely paid by the Client, Client’s estate, or the person claiming ownership over the Client’s Specimen.
The aforementioned designee or surviving spouse shall become the sole and exclusive owner of the Specimen upon completing the following actions: (i) notifying Sppare.me in writing of Client’s death within 60 days following the Client’s death; (ii) providing a written statement expressing the designee or spouse’s desire to assume all Client’s rights and obligations in relation to the Specimen; (iii) signing a request for an assignment of this Agreement; and (iv) paying all applicable outstanding and future storage fees.
For the avoidance of any doubt, Sppare.me will never use or have the right to use a Specimen of a deceased Client for donation, medical experiments, DNA sequencing or any other purpose not explicitly authorized under this Agreement.
Paternity of Child Born after Client’s Death. Sppare.me hereby strongly advises you to consult in advance with your experienced attorney regarding the legal status of a child born after the Client’s death, including the rights of inheritance or support. For a Client to be recognized as the legal parent of a future child following his death, certain requirements should be met, including the existence of a written and notarized statement signed by the Client during his lifetime stating he intends to parent after his death and additional specific steps to be taken during the Client’s lifetime, and all as advised by your experienced attorney based on your specific circumstances and the laws and regulations applicable to you.
11) The Client cannot assign his liabilities under this Agreement without the written consent of Sppare.me. Client hereby acknowledges that Sppare.me may delegate or assign its responsibilities under this Agreement to (i) Diamond (as defined below), in accordance with Section 29 of this Agreement; and/ or (ii) any person or entity (including a third party laboratory) which will function as a subcontractor of Sppare.me, provided that such subcontractor has the required licenses, capabilities and knowhow to perform such responsibilities. Client authorizes Sppare.me to release all relevant personal details, order history and individually identifiable health information to such licensed subcontractor solely for purposes of performing its duties under this Agreement. Client acknowledges that, as of the day of signing this Agreement, Sppare.me uses the Diamond Institute of Infertility and Menopause (“Diamond”), located at 89 Millburn Ave, Millburn, NJ, as its qualified subcontractor for, inter-alia, testing, processing, labeling and storing the Specimen.
12) The Client acknowledges that Sppare.me has the right, at his sole discretion, with or without notice, to transfer the Specimens to a different storage facility and/or location during the term of the Agreement, at Sppare.me’s full expense.
13) Client acknowledges that Sppare.me keeps Client’s personal and health information in its records, indefinitely, even after termination of this Agreement. Sppare.me shall keep Client’s information confidential and use such information solely for purposes of carrying out its duties under this Agreement.
14) Sppare.me has the right to terminate this Agreement, for any of the following: (i) upon 30 business-day written termination notice for any reason whatsoever; (ii) if Sppare.me determines that the Specimen is not appropriate for processing and storage; (iii) if the Client does not accept and sign this Agreement or any other standard form required by Sppare.me; (iv) if the Client does not provide results of required tests within the required time-frame, such as blood and urine test for infectious disease, or the results of the blood and urine test prevents Sppare.me, based on its sole judgment, from safely and securely storing Client’s Specimen or the specimens of other clients; (v) if the Client does not pay all or part of the fees under this Agreement, as further provided in Section 17 of this Agreement; or (vi) upon Client’s death, unless the Client’s designee becomes the sole and exclusive owner of the Specimen pursuant to Section 10 of this Agreement.
15) The Client has the right to terminate this Agreement at any time by giving a 30 business-day written, signed and notarized notice to Sppare.me (the “Notarized Termination Notice”). In such notice, the Client must instruct Sppare.me whether Client will retrieve his Specimen or Sppare.me should destroy his Specimen under the procedures provided in this Agreement. The Client acknowledges that in case he decides to terminate this Agreement, a Notarized Termination Notice to Sppare.me must be provided prior to the first day of the relevant storage year in order to avoid the next annual storage fee. The Client will not be eligible to any refund of the annual storage fee if the Notarized Termination Notice is rendered after the first day of the relevant storage year.
16) If the Agreement is terminated under Sections 14(i), (iii), or Section 15, and subject to Sections 8 and 9 of this Agreement, Sppare.me shall become the sole owner of the Specimen and shall have the unfettered right to terminate the Specimen without any further notice to the Client, unless the Client has contacted Sppare.me prior to the last day specified in the relevant termination notice, and requested to transfer his Specimen (“Request Date”). In such case, it is the Client’s obligation to make arrangements for transferring the Specimen to a properly state licensed physician or another qualified storage facility within 14 days of the Request Date. Sppare.me shall exercise its reasonable efforts to cooperate with the Client to affect the transfer.
For the avoidance of doubt, if Sppare.me terminates the Agreement under Section 14(ii), (iv) or (vi) Sppare.me will have the right to destroy and discard the Client’s Specimen immediately without prior notice.
17) The Client acknowledges that a delay of any payment under this Agreement shall trigger a monthly late payment fee of $20. In addition, failure to fully pay any outstanding fee to which the Client is responsible under this Agreement by 60 days of the fee due date will result in termination of the Agreement as provided in Section 14(v) and disposal and destruction of the Specimen by Sppare.me as provided under Section 18. Client understands that for any past due fees, Sppare.me will pursue collection by itself or refer the case to a collection agency. The Client hereby agrees to pay all expenses associated with such collection, including but not limited to any fee charged by the collection agency or by an attorney engaged to assist in collecting the past due fees. For the avoidance of doubt, in the event that the Client’s fee is not paid in a timely manner, Sppare.me will send two written mail or email notices to the Client at his latest billing address or email address as provided by him on file. If the notice is returned for incorrect mail or email address or no written response is made by the Client within 30 days followed by full payment of the past due fees, Sppare.me shall have the immediate right to terminate the Agreement pursuant to this Section.
18) Upon termination of this Agreement, all rights, titles and interests in any remaining Specimen not transferred pursuant to Section 16 will be conveyed by the Client to Sppare.me, and Sppare.me shall become the sole and exclusive owner of the Specimen. In such circumstances, Sppare.me shall destroy and discard the Specimen.
19) Upon termination of this Agreement by either Party, any outstanding fees are required to be paid in full. The Client understands that for any past due fees, Sppare.me will pursue collection as provided in Section 17. Further, the Client acknowledges that he will not be entitled to a refund of any amounts previously due under this Agreement, including fees paid on prepaid arrangements and annual storage fee. Notwithstanding the aforementioned, in the event that Sppare.me terminates the Agreement under Section 14(i), the storage fee shall be prorated over the actual storage period and the remaining prepaid storage fees will be refunded.
Limitation of Liability.
20) The Client is fully advised and acknowledges that there are risks associated with collecting, shipping, testing, processing, freezing, storing and thawing the Specimen that might result in reduced clinical results including but not limited to low motility and sperm count. Such risks might, in certain cases, render the Specimen ineffective for reproduction procedures even if Sppare.me determines that the Specimen is eligible for cryopreservation at the time of testing and processing the Sample. The Client also understands and agrees that the viability of the Specimen also depends on Client’s personal characteristics, including but not limited to the health and age of the Client.
21) The Client is fully advised and acknowledges that by shipping his Sample to Sppare.me he agrees to become the legal shipper and the owner of the package and that there are risks associated with his decision to ship his Specimen to Sppare.me, including but not limited to the risk of loss during shipment (including loss of sensitive medical information as electively provided by the Client in the Kit) or ineffectiveness of the Specimen due to shipment delays.
Client is hereby advised and agree not to proceed with any medical procedure or drug therapy or carry out any other action that could jeopardize his fertility until the later of: (i) a 3-day period following the date of receiving a written confirmation from Sppare.me that his Specimen has been successfully processed and stored, or (ii) consulting with his licensed physician regarding the clinical significance of the test results provided by Sppare.me.
22) The Client understands that Sppare.me can never guarantee that a Specimen will be viable for reproduction after the thawing of the Specimen. The Client understands that the viability of the Specimen post-thawing depends on Client’s personal characteristics, and various other variables, including but not limited to the health and age of the Client.
23) The Client understands that Sppare.me tests his Specimen prior to commencing the cryopreservation procedure, and does not perform post-thawing analysis or testing on his Specimen.
24) Sppare.me will send to the Client by email the sperm test results within a report that includes sperm count, total motility and morphology (as an option). The Client is strongly encouraged and advised to consult his licensed physician regarding the interpretation of the test results and any medical condition that may be associated with such results. Sppare.me is not a medical provider and is not authorized to provide, and will not provide, the Client any medical advice based on such test results. The Client hereby agrees that he has an opportunity to request Sppare.me to terminate his Specimen if he or his physician believes the Specimen cannot be used for reproduction in general, or for a specific fertility treatment contemplated for by the Client and/or his physician, in particular. The Client hereby acknowledges that Sppare.me cannot guarantee that the Client’s Specimen will be adequate for any specific type of fertility treatment or insemination procedure desired by the Client at the time of sending his Specimen to Sppare.me.
25) The Client has fully acknowledged and is aware of the risks associated with retrieving the Specimen and its shipment to the Client’s licensed physician or qualified storage facility, including but not limited to the risk of loss (including of sensitive medical information) during shipment or malfunction of one of the liquid nitrogen tanks used to ship the Specimen which could destroy the Specimen. Furthermore, the Client understands that shipment outside the United States, a service that is currently not available from Sppare.me, has an increased risk for loss, delays or damage and agrees to assume this risk, if ever applicable.
26) The Client fully understands that neither Sppare.me, nor any of its assignees or subcontractors under this Agreement, their past or future respective officers, physicians, directors, shareholders, service providers, employees, agents, affiliates, successors or advisors have made any representations, guarantees or warranties of any nature and kind and do not assume responsibility or liability for the delivery, condition, suitability for reproduction procedures or survival of the Specimen or any health condition of any children born by using the Specimen.
27) The Client agrees to indemnify, defend and hold harmless Sppare.me, its assignees or subcontractors under this Agreement, their past or future respective officers, physicians, directors, shareholders, service providers, employees, agents, affiliates, successors or advisors, from any and all claims, liabilities, actions, costs, expenses, obligations or damages or similar contentions with respect to the duties under this Agreement.
28) The Client hereby agrees that Sppare.me, its assignees or subcontractors under this Agreement, their past or future respective officers, physicians, directors, shareholders, service providers, employees, agents, affiliates, successors or advisors shall, in any event, not be liable for any delay or failure in carrying out their respective duties under this Agreement for causes beyond their control and without gross negligence. In case of gross negligence, the Client may be entitled to damages from Sppare.me specifically limited to the amount of storage charge for the particular year in which the loss is taking place, plus the unindexed original first year fee actually paid by the Client and subject to an overall compensation cap of USD 2,000. Client hereby agrees that any damages as a result of such potential gross negligence would be highly conjectural and speculative.
29) Event of Default. The client understands, acknowledges and hereby provides consent that in the event that Sppare.me ceases its business operations, for any reason whatsoever, Sppare.me may, without the Client’s prior consent, assign this Agreement to Diamond (the “Assignment”). Following the Assignment, Diamond shall become the service administrator and shall undertake all of Sppare.me’s rights, obligations and responsibilities under this Agreement. The Client acknowledges that following the Assignment, the Client will continue to store the Specimens with Diamond for a possible increased fee. Sppare.me will provide a 30-day written notice to the Client of the occurrence of an Assignment. The Client, being the owner of his samples, may elect to transfer his Specimens to another qualified storage facility. In this event, the Client will be responsible for arranging the transfer of his Specimens to the other qualified and licensed storage facility of his choice. The Client hereby agrees to pay any fees associated with such transfer as well as any prospective storage service fee charged by the facility to which his Specimens are transferred.
30) This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without regard to its conflict of law principles. Any controversy, claim, interpretation disagreement or other disputes associated with the performance or breach of this
Agreement or with the quality and level of service provided by Sppare.me would be submitted to binding arbitration with the American Arbitration Association under its arbitration rules and arbitrator selection procedures. The number of arbitrators shall be one (1). The Client further agrees that any binding arbitration shall be held in New Jersey. The arbitration shall be held, and the award shall be rendered in the English language. Judgment on the award rendered by the arbitrator shall be final and binding and may be entered in any court having jurisdiction thereof. The prevailing Party shall be entitled to recover its reasonable attorney fees and other reasonable costs with any action or proceeding.
31) Any notice to be provided by the Parties under this Agreement shall be in writing, whether by email or by mail. Any notice made by the Client under this Agreement shall require the Client making the notice to obtain a proof of receipt.
The Parties agree to promptly advise the other Party in writing, within 30 days, of any change in the current mailing address, email address, phone number and emergency contact (“Personal Contact Information”). The Client acknowledges that his current Personal Contact Information was properly provided when placing the initial order with Sppare.me, unless specifically changed by making the notification as required under this Section and that it is his sole obligation and responsibility to notify Sppare.me of any change in the Personal Contact Information. The Client hereby acknowledges that a written notice sent to his latest email or mailing address as provided to Sppare.me shall be regarded as a valid and complete notice under this Section, whether or not Sppare.me was able to obtain a proof of receipt.
32) Failure to enforce a provision under this Agreement shall not be construed as a waiver by such Party of its legal right to strictly enforce such provision at a later stage.
33) Entire Agreement. This Agreement represents all the understandings, representations, and agreement between the Parties, except as otherwise set forth in this Agreement. Sppare.me reserves the right to modify this Agreement at any time and for any reason, without notice to or approval of the Client, and Client hereby agrees to be bound by the Agreement as modified. The Agreement shall be binding upon any successors of the Parties.
This is a copy of the customer service agreement you signed on our website at checkout.
By checking the box on “I have read and agreed to the client service agreement (terms and conditions)” below, I hereby affix my electronic signature and agree to be bound, in all respects, as if I were affixing my handwritten signature to the document.