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EGG DONOR CONNECT LLC
Terms of Use Agreement

Last updated May 4, 2021

These Terms of Use (“Terms”) explain the contractual relationship between you and Egg Donor Connect LLC (“EDC,” “us,” our” or “we”), regarding your use of, and access to, our website located at www.eggdonorconnect.com (the “Website”),  the EDC mobile application(s) (the “Mobile App”), and the services and offerings made available to you through the Website and Mobile App, including without limitation all features and functionality thereof (together with the Website and Mobile App, the “Services”). These Terms include our Privacy Policy, located at https://eggdonorconnect.com/privacypolicy/, and together with the Privacy Policy govern your access to and use of the Services, and constitute a binding legal agreement between you and EDC.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES FROM OR THROUGH THE WEBSITE OR MOBILE APP, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING ANY MODIFICATIONS OT THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

IMPORTANT – READ CAREFULLY

THESE TERMS CONTAIN PROVISIONS THAT GOVERN THE RESOLUTION OF CLAIMS BETWEEN EDC AND YOU, INCLUDING THE REQUIREMENT THAT YOU RESOLVE ANY DISPUTES YOU HAVE WITH EDC THROUGH FINAL AND BINDING ARBITRATION. PLEASE SEE THE DISPUTES CLAUSE IN SECTION 17 BELOW FOR MORE INFORMATION.

NOT A SUBSTITUTE FOR MEDICAL ADVICE. EDC DOES NOT PROVIDE MEDICAL ADVICE. WE MAKE THE SERVICES AVAILABLE TO YOU AND CERTAIN THIRD-PARTY REPRODUCTIVE ORGANIZATIONS (E.G., FERTILITY CLINICS, EGG DONATION AGENCIES, SURROGACY AGENCIES, AND SPERM BANKS) WITH WHOM WE PARTNER (“CLINICS”). EDC IS NOT A MEDICAL PROVIDER, FERTILITY CLINICS, EGG DONATION AGENCIES, SURROGACY AGENCIES, SPERM BANKS AND DOES NOT EMPLOYE MEDICAL PROVIDERS, PRACTIONERS, DOCTORS, NURSES, TECHNICIANS. EDC MAKES NO CLAIMS WITH RESPECT TO THE VALIDATION, VERIFICATION, ELIGIBILITY, OR INELIGIBLITY OF A DONOR OR DONEE, ALL OF WHICH ARE THE RESPONSIBILITY OF THE CLINIC. THE SERVICES AND INFORMATION DERIVED THEREFROM ARE MADE AVAILABLE TO YOU PURSUANT TO THESE TERMS AND ARE NOT TO BE USED AS A SUBSTITUTE FOR MEDICAL ADVICE OR EVALUATION BY A LICENSED MEDICAL PRACTITIONER. WE ASSUME NO LIABILITY TO YOU OR ANY THIRD-PARTY WITH RESPECT TO THE PROVISION OF MEDICAL OR OTHER SERVICES OR ADVICE PROVIDED TO YOU BY ANY PHYSICIAN OR OTHER PERSON WHETHER THROUGH THE SERVICES OR OTHERWISE.

EDC MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CURRENT OR FUTURE LEGAL RIGHTS OF RECIPIENTS, DONORS, OR ANY CHILD OR CHILDREN THAT MAY BE CONCEIVED AS A RESULT OF THE REPRODUCTIVE ASSISTANCE PROCESS, INCLUDING BUT NOT LIMITED TO, OWNERSHIP OF THE OVA BEFORE OR AFTER THE OVA RETRIEVAL PROCEDURE, FERTILIZATION OR IMPLANTATION INTO THE RECIPIENT OR THE PARENTAL OR CUSTODIAL RIGHTS OF THE PARTIES AS TO ANY FETUS, EMBRYO OR CHILD THAT MAY BE CONCEIVED AS A RESULT THEREOF. WE DO NOT GUARANTEE THAT THE DONOR SELECTED WILL COMPLETE THE REPRODUCTIVE ASSISTANCE PROCESS, OR WILL BE ABLE TO PRODUCE VIABLE OVA. ANY VALIDATION STEPS TAKEN TO DETERMINE THE ACCURACY OF INFORMATION SUBMITTED FROM AN APPLICATION IS NOT THE RESPONSIBILITY OF EDC.

We limit the use of the Services to individuals that 18 years of age or older. By using and accessing the Services, you represent and warrant that you are 18 years of age or older.

1. Clinics.

  • EDC is not a Clinic and does not own, operate, or control the participating Clinics.
  • EDC does not provide medical advice, opinions or representations.
  • EDC is not involved in the decision processes of any Clinic.
  • EDC is not involved in any physical, psychological, or background checks required by a Clinic.
  • EDC does not provide prospective donors with access codes to complete an application. Only the Clinic can provide access to their application.

EDC is not responsible for any injury, illness, loss of property or life arising from or related to your use of the Service and/or the professional services of any Clinic. Please see Sections 10 (Disclaimers; Disclaimers of Warranties) and 12 (Limitation of Liability) for additional important information relating to the limitations on our liability pursuant to these Terms.

EDC does not guarantee any particular results or outcome. Access to and use of the Services may require your agreement and compliance with applicable terms and conditions, privacy policies and any other agreements you may have with a Clinic.

2. User Obligations

To use Services, you must register for and maintain an active personal user account and must be at least 18 years of age. Account registration requires you to provide EDC with your email address, password, name, address, mobile phone number, age, gender, and other information, as well as at least one valid payment method. Your ability to use the Services requires that you maintain accurate, complete, and up-to-date information in your user account. You may not authorize another person to use your account, nor may you assign or otherwise transfer your account to any other person. By registering for your account, you acknowledge that you are solely responsible for any activity that occurs on your account and for keeping your password and login credentials safe and secure. If you have any reason to believe that your password or other credentials have been used without your authorization, contact us immediately.

In using the Services you agree that you will not:

  • impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or provide inaccurate information;
  • act in a deceptive or fraudulent manner, including without limitation by impersonating another person or user, accessing another user’s account, or falsely identifying yourself or impersonating another user;
  • permit anyone to use or access your account;
  • print, download, take screenshots, camera photos, or otherwise save donor pictures or share information with any other person or organization;
  • attempt to use information provided or made available through the Services to identify and/or contact a donor;
  • violate or attempt to violate the security of the Services;
  • violate any applicable international, federal, state or local laws, regulations, rules, ordinances, statutes, requirements, codes or orders of any governmental or judicial authorities;
  • include anything in content provided by you that is:
  • threatening, deceptive, misleading, unlawful, harassing, discriminatory, libelous, defamatory, obscene; or otherwise offensive,
  • in violation of anyone’s right of privacy, publicity or other rights,
  • in violation of any contractual or fiduciary obligations, or
  • infringing on any intellectual property rights of any person.
  • reverse engineer, decompile or disassemble any portion of the Services, or take any information of any other person from the Services;
  • link to or mirror any portion of the Services;
  • cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise mining any portion of the Services;
  • unduly burden or interfere with the functionality of the Services; and/or
  • remove, circumvent, disable, damage or otherwise interfere with security features of the Services.

3. Payments

If available through your Clinic, you may have the ability to make payments to your Clinic through the Services. In such case, EDC will process any payment authorized by you using the payment method connected to your account. We use a third-party payment service in lieu of directly processing your credit card information. By submitting your credit card information, you grant us the right to store and process your information with the third-party payment service, which may change from time to time; you agree that we will not be responsible for any failures of the third party to adequately protect such information. All financial matters regarding your information are subject to the conditions of the third-party payment service provider’s terms of service. You acknowledge that we may change the third-party payment processors and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

4. User Content

The Services may allow you to post or may gather from your text, photos, videos, emails, mobile phone numbers, workout information and other material (“User Content”). You are responsible for your User Content, including its accuracy, legality, reliability, and appropriateness.

By posting User Content on or through the Services, you represent and warrant that:

  • you own the User Content and have the right to use the User Content and the right to grant us the rights and license as provided in these Terms, and
  • the posting of User Content on or through the Services does not violate the privacy rights, publicity rights, contract rights, intellectual property rights or any other rights of any person.
  • the posting of User Content does not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy, or violates any law or regulation.
  • the User Content is not defamatory, constitutes trade libel or product disparagement, or is unlawfully threatening, harassing, or contains hate speech, is not obscene or contains pornography, or
  • does not contain and false, inaccurate, or misleading statements or information
  • does not contain any computer programming routines such as viruses, Trojan horses, time bombs, or other malicious code or programs that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.

You understand and agree that we do not verify or vouch for any User Content and if we determine in our sole discretion that any User Content is inaccurate, was posted or uploaded without authorization, or otherwise does or may violate these Terms or applicable laws, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse, or remove the User Content; (b) revoke the applicable user's right to use the Services; and/or (c) use any technological, legal, operational, or other means available to us to enforce the provisions of these Terms, including, without limitation, blocking specific IP addresses or deactivating the applicable user's registration. 

By posting User Content using the Services, you grant us the irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide right and license to use, copy, public perform, modify, reformat, translate, excerpt, display, reproduce, transmit and distribute User Content for any purpose on and in connection with the Services, including in promotions for the Services or for Clinics and other businesses with which we have a commercial relationship. We also may share User Content with Clinics and other businesses with which we have a commercial relationship, who may use it for various purposes, including marketing to you and otherwise communicating with you. This license includes the right for us to make User Content available to other users of the Services, who may also use User Content subject to these Terms.

5. Intellectual Property Rights/Ownership

Subject to your compliance with these Terms, you may access and use the Services on a computer, tablet device or mobile phone that you own or lawfully control. All materials contained on, in, or available through the Services, including all text, designs, trademarks, logos, audio clips, photographs, images, videos, graphics, data, information, source code, software compilations, and other materials, including the selection and arrangement thereof (“Content”) are protected by copyright, trademark, trade dress, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof inherent in or appurtenant to the Content, whether registered or not, are our sole property or the property of our third-party contributors. The Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. Unless expressly granted herein, all rights in and to the Content is reserved to us and our third-party contributors.

6. Limitations

You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Services. You may not copy (except as expressly permitted by these Terms) or publish the Services in whole or in part for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Services, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Services in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

7. Comments, Feedbacks and Suggestions

You acknowledge that any comments, feedback, suggestions, ideas, pictures, video etc. (collectively, “Feedback”) disclosed, submitted or offered to us, shall remain the exclusive property of EDC and may be used by us in any medium and for any purpose without obtaining your specific consent. We are not under any obligation to maintain your name or Feedback in confidence or to pay to you any compensation for any Feedback submitted, or to respond to any of your Feedback. You agree that you will be solely responsible for the content of any Feedback you make.

8. Suspension; Termination

We may terminate your access to the Services, without notice, for conduct we believe violates these Terms, our policies, is harmful our business interests, or for an inactive account.

We also reserve the right to suspend or cease providing the Services, with or without notice, and we shall have no liability or responsibility to you if we do so. This includes without limitation the right to refuse service, terminate accounts, remove or edit User Content and Content and/or cancel orders in our sole discretion.

If your access to the Services is terminated, you will remain personally liable for any orders you placed or charges or other liabilities incurred by you prior to such termination.

9. Third Party Content

These Services may contain links to other websites and/or other third-party content. These links are provided solely for your convenience; EDC does not undertake any obligation to review or monitor any third-party websites linked from or to the Services and does not make any representations or warranties with respect to such third-party websites. If you decide to access a linked third-party website, you do so at your own risk. EDC shall not be responsible for any information, materials or services obtained on or from such other websites and will not be liable in any respect for any damages arising from your access of such websites. The inclusion of these links does not imply any endorsement, representation or warranty by EDC with respect to any such website or the content or services contained through such websites. You agree not to link any websites to the Services without the express prior written consent of EDC.

10. DISCLAIMERS; DISCLAIMERS OF WARRANTIES

THIS SERVICES ARE MADE AVAILABLE BY EDC “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, ACCURACY OR RELIABILITY, ARE SPECIFICALLY EXCLUDED AND EXPRESSLY DISCLAIMED. EDC MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY AND PERFORMANCE OF THE SERVICES AND ACKNOWLEDGE THAT THE SERVICES MAY BE CHANGED FROM TIME TO TIME IN THE SOLE DISCRETION OF EDC. EDC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICES OR ANY WEBSITE REFERRED OR LINKED TO HEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

EDC SHALL NOT BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES PROVIDED OR MADE AVAILABLE BY OR THROUGH A CLINIC, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD-PARTY PROVIDER IN CONNECTION WITH ANY OF THE FOREGOING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

11. Indemnification

By using the Services, you agree to defend, indemnify and hold us, our affiliates, partners, officers, members, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Services including without limitation the creation, placement or transmission of any message, information, software or other materials through the Services by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.

12. Limitation Of Liability

IN NO EVENT WILL EDC OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SERVICES OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, THE SERVICES PROVIDED OR MADE AVAIALBLE BY OR THROUGH A CLINIC.
EDCʼS AGGREGATE LIABILITY TO YOU FOR ANY REASON IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER EDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, EDCʼS LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
.

13. Arbitration

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against EDC on an individual basis in arbitration as set forth in this Section 13. This will preclude you from bringing any class, collective, or representative action against EDC, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against EDC by someone else.

You and EDC agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and EDC, and not in a court of law. Such arbitration shall take place in the County of New York, State of New York unless otherwise agreed.

You acknowledge and agree that you and EDC are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and EDC otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect. The parties agree that the arbitrator ("Arbitrator"), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of these Terms, including any claim that all or any part of this Section is void or voidable. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties.

14. U.S. Jurisdiction

The Services are controlled and operated by EDC from the United States and are not intended to subject EDC or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. EDC does not represent or warrant that the Website or Services or any part thereof are appropriate or available for use in any jurisdiction other than the United States.  

15. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. 

16. Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and us with respect to the use of the Services, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof.

17. Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

18. Amendment to Terms

We may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access and use of the Services following such posting constitutes your consent to be bound by any amended Terms.

19. General

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via (i) email to legal@eggdonorconnect.com.

If you have any questions regarding these Terms or the Website or Services, please contact us at legal@eggdonorconnect.com.