Legal
Terms and Conditions for Orders Placed with Cryoport as of October 28, 2020, and Thereafter, until Further Amended.
The customer (“Customer”) identified on the accompanying order hereby agrees that, (a) the following terms and conditions, coupled with (b) the terms and conditions of the Shipping Provider, identified in the order (the “Shipping Provider”), as set forth on the website for such Shipping Provider, shall apply to such order (together, the “Terms and Conditions”). In addition, Customer agrees that the Terms and Conditions shall apply to all future orders until such time as any Terms and Conditions are amended, in which case such amended Terms and Conditions shall apply to future orders, as applicable. Any order placed with Cryoport by the Customer shall be referred to herein as the “Order(s).” All terms used, but not identified herein, shall have the respective meanings set forth in the Orders.
Controlling Document. The acceptance by Cryoport of any Order placed by Customer, either for (a) shipment by Customer of materials in any of Cryoport’s various sized shipping containers, as more specifically described at cryoport.com (each such container, some of which may be referred to as a “dewar” at said web site, together with all parts, components, instruments, and other items/accessories comprising or accompanying such containers, referred to below as a “Shipper Unit”), (b) any management by Cryoport of similar shipping containers owned by the Customer, as may be specified in the Orders, or (c) for any additional service as may be provided by Cryoport from time-to-time, as may be described or referenced in an Order and/or in a written document signed by Cryoport referencing these Terms and Conditions (all of the foregoing, the “Service”), is expressly conditioned on Customer’s agreement to the Terms and Conditions. The term Service also includes Orders processed on the Cryoport portal, www.cryoportal.com. “All Shipper Units” refers to those shipping containers that may be used in the fulfillment of an Order, which may include either Shipper Units owned by Cryoport or shipping containers owned by the Customer, or both, as specified in an Order. Cryoport shall provide the Service pursuant to the Terms and Conditions. The Terms and Conditions, together with the Order, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior communications, representations, understandings, agreements and course of dealings; provided, however, that if Customer and Cryoport have a written contract that refers to these Terms and Conditions, then the Terms and Conditions together with the Order augment such written contract. Any Order (or other document or communication) that is in any way inconsistent with the Terms and Conditions shall not be binding on Cryoport unless expressly agreed to in writing by Cryoport.
Payment Obligations. For each Service specified in the Order, Customer shall pay to Cryoport the applicable base fees set forth in the Order (the “Base Fees”), and any additional fees and expenses chargeable to Customer that may arise pertaining to, and subsequent to the placing of, the Order, such as, but not limited to, specialty courier charges (collectively, together with the Base Fees, the “Payment Obligations”). Should Customer submit a Purchase Order or similar other document, then Cryoport reserves its right to assess appropriate fees not referenced in any such document. Customer shall pay to Cryoport each Payment Obligation within fifteen (15) days after the date of the applicable invoice for such Payment Obligation, unless otherwise agreed upon in an Order or in a separate writing by Cryoport and Customer. If Customers are paying for an Order via Credit Card, then Payment Obligations are due to be paid immediately, and Customer’s initial authorization to pay for Service shall also apply and authorize payment for any subsequent Payment Obligations arising from fulfillment of an Order. For each Order, Customer shall be responsible, at Customer’s sole cost, for all fees and expenses (which shall be included in the Payment Obligations) of the delivery of All Shipper Units to and from such addresses that are set forth in the Order. CUSTOMER’S PAYMENT OBLIGATIONS SHALL BE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO ANY ABATEMENT, SET-OFF, DEFENSE OR COUNTER-CLAIM AND MAY NOT BE CANCELLED FOR ANY REASON WHATSOEVER.
Delivery and Acceptance. The Order shall specify for each Service, as applicable, the following: (a) the Cryoport facility or other address where All Shipper Units shall be picked-up by the Shipping Provider to begin the Service, (b) the name and shipping address to which All Shipper Units first shall be delivered, typically the Customer’s address, (c) the name and shipping address of the person or entity (each, a “Recipient”) to which All Shipper Units subsequently shall be delivered following their delivery to the address in “(b)” immediately above, (d) the address where All Shipper Units shall be delivered at the end of the Standard Cycle (as described below), (e) the number and type of All Shipper Units, (f) the Standard Cycle, (g) the Base Fees and any other Payment Obligations, and (h) the Shipping Provider. Customer shall have the right to cancel at no charge each Order prior to shipment by providing express written notification thereof to Cryoport not less than forty-eight (48) hours prior to the Order’s scheduled commencement of Service. Should Customer notify Cryoport of a cancellation between twenty-four (24) and forty-eight (48) hours in advance of the scheduled commencement, then a seventy-five-dollar ($75) cancellation fee shall apply. However, a full charge shall apply upon twenty-four hours prior to the scheduled commencement of Service without Customer having provided any cancellation notification to Cryoport. Unless Customer designates a Shipping Provider and method of transportation in the Order acceptable to Cryoport, Cryoport shall designate the Shipping Provider and method of transportation. Cryoport shall make All Shipper Units that are the subject of the Order available for pick-up by the Shipping Provider as of the Order’s scheduled commencement of Service at the address indicated in the Order.
Standard Cycle and Cycle Fee for Services Using Shipper Units. Unless otherwise agreed to in an Order or per a separate written agreement, the standard cycle for Service using a Shipper Unit is 15 days (“Standard Cycle”). Customer agrees to pay a lease rate fee for each such Standard Cycle (the “Cycle Fee”). The initial Cycle Fee is applicable starting the day the Shipper Unit is shipped from Cryoport’s facility. An additional Cycle Fee shall apply if the Shipper Unit is not returned within the Standard Cycle period to the Cryoport facility from where the Shipper Unit originally shipped. Customer bears the cost of all transportation freight to and from the originating Cryoport facility. Prior to Service commencing, Customers may elect to increase their Standard Cycle in 5-day increments (a “Revised Standard Cycle”), with the fee revised such that each additional 5 days will be billed an additional 33.33% (the “Revised Cycle Fee”). For any Shipper Unit that is not returned, upon the day after each Standard Cycle (or each Revised Standard Cycle if applicable) is completed, Customer shall be charged an additional Cycle Fee (or Revised Cycle Fee if applicable). Cryoport will charge Customer up to three such additional Cycle Fees (or Revised Cycle Fees if applicable) for Customer’s failure to return the Shipper Unit. If the Shipper Unit is still not returned by the end of the third such additional cycle, then Customer shall be charged the full replacement costs for the non-returned Shipper Unit, a “Lost Shipper Unit Fee.” If Customer later locates or finds the lost Shipper Unit, and on the condition both that Customer has paid all applicable Cycle Fees (including any applicable Revised Cycle Fees) and has paid the Lost Shipper Unit Fee within fifteen (15) days of receiving a bill for the lost item, then Customer shall be eligible to receive a credit for up to fifty percent (50%) of the Lost Shipper Unit Fee, subject to the Shipper Unit being returned to Cryoport, re-validated and tested, and placed back into service upon verification of no damages.
Rights to Shipper Units; Inspection of All Shipper Units. Nothing contained in the Terms and Conditions may be construed as conveying to Customer any right, title or interest in or to the Shipper Units. Customer recognizes and acknowledges that Customer (or the Shipping Provider specified in the Order) has the right to maintain possession of the Shipper Units conditional upon Customer’s compliance with the Terms and Conditions. Customer shall not, without the prior written consent of Cryoport, assign or sublease any of the Shipper Units, or hypothecate, pledge or otherwise encumber or suffer a lien upon or against or otherwise convey any interest in any Shipper Units (or purport to do any of the foregoing). Customer shall indemnify Cryoport from any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) resulting from any such actual or purported assignment, sublease, hypothecation, pledge, encumbrance, lien or conveyance. Upon the request of Cryoport, Customer shall execute and deliver financing statements or similar documents, and take such other actions, to permit Cryoport to perfect a security interest in, or to evidence Cryoport’s ownership of, the Shipper Units. Cryoport hereby retains all right, title, and interest in and to any carbon dioxide emission or similar credits, offset rights, benefits and/or entitlements arising out of or related to the use of the Shipper Units. Customer shall provide Cryoport with waivers of interest or liens, from anyone claiming any interest in the Shipper Units. Cryoport may, at its sole discretion, open and inspect any of the All Shipper Units without notice.
Maintenance and Use. Customer shall (a) with respect to use of the Advanced Therapy Shippers™, comply with the terms of the Advanced Therapy Shippers™ – Use Restrictions, described below, (b) use All Shipper Units in a careful and proper manner and in accordance with all applicable product protocols, guidelines and/or use restrictions established from time to time by Cryoport and the Shipping Provider, (c) not use All Shipper Units or allow All Shipper Units to be used for any unlawful purpose, (d) not modify or alter All Shipper Units in any manner whatsoever, (e) not reverse engineer, disassemble or determine or attempt to determine the composition, production or characteristics of the Shipper Units (or any components thereof), (f) use every reasonable precaution to prevent loss or damage to All Shipper Units and to prevent injury to persons and property, and (g) comply with all applicable laws, ordinances and regulations (including without limitation, all customs, import and export laws and regulations). Further, if during a delivery, a Shipper Unit experiences a spill or other such contamination, Customer shall promptly provide written notice to Cryoport of the spill or contamination. Cryoport will then provide Customer with commercially reasonable instructions as to how to address the spill or other such contamination. Customer shall cooperate fully with Cryoport and any insurance companies producing insurance in accordance with the Terms and Conditions in the investigation and defense of any claims and suits arising from the use or operation of All Shipper Units. Customer shall use All Shipper Units only for the transport of frozen items which are specifically identified in the Order and accepted by Cryoport and in compliance with all such applicable laws, ordinances or regulations. Customer shall cause any third party, identified on the Order and accepted by Cryoport, that Customer permits to use All Shipper Units to be bound by the Terms and Conditions; any such third party shall be bound by the Terms and Conditions; and Customer, in addition to such third party, shall be responsible for any such third party’s compliance with (and any breach of) the Terms and Conditions. Customer or its designee shall be solely responsible for making any and all filings and for providing any and all information relating to the contents of All Shipper Units (including without limitation, any Electronic Export Information), and for the accuracy and completeness thereof. Customer hereby grants to Cryoport a nonexclusive, worldwide, royalty-free license (with right to grant sublicenses) for all purposes under any and all intellectual property rights related to any discovery, invention or other technology directly or indirectly derived by Customer from use of the Service.
Advanced Therapy Shippers™ – Use Restrictions. If Customer uses the Advanced Therapy Shippers™, Customer shall only use the Advanced Therapy Shippers™ (ATS) product line to transport cell and gene therapies containing human clinical and/or commercial product. Customer shall only use the ATS product line to transport the following commodities: (i) Protein (human), (ii) Plasma (Human), (iii) Cell (Human), (iv) Blood (Human), (v) DNA (Human), (vi) Tissue (Human), (vii) Subcellular Fractions (Human), (viii) Serum (Human), (ix) Saline (Human), and (x) Empty Shipper (Human). Further, Customer shall only use the ATS product line to transport commodities that are within the following IATA classifications: (i) Biological Substance, Category B (UN3373), (ii) Exempt Human Specimen, (iii) Genetically Modified Organism or Micro-Organism, Non-Infectious (UN3245), or (iv) Not Subject to Dangerous Good Regulations. Customer shall not use the ATS product line to transport any animal or other non- human commodities. Customer shall not use the ATS product line to transport any of the following human commodities: (i) Virus, (ii) Urine, (iii) Synovial Fluid, (iv) Biological Specimens, (v) Embryo, (vi) Semen, (vii) Oocyte, or (viii) Any other human reproductive medicine related commodities. Customer shall immediately notify Cryoport if it violates the restrictions contained in these the terms of the Advanced Therapy Shippers™ – Use Restrictions. If Customer violates the terms of the Advanced Therapy Shippers™ – Use Restrictions, Customer shall pay Cryoport the applicable replacement fee to replace each shipper with respect to which such violation occurs.
Import/Export Trade Compliance Control. Cryoport is headquartered in the U.S. and will not conduct business that violates U.S. export controls nor export controls in the countries in which we operate, provided they do not conflict with U.S. laws. Customer is responsible for, and warrants their compliance with, all applicable laws, rules and regulations, including, but not limited to, customs laws, import and export laws, and government regulations of any country to, from, through or over which its product/shipment may be carried. Customer specifically warrants that they will not send any products/shipments if Customer or any of the parties involved in the product/shipment are listed on any of the export controls or sanctions lists published and maintained by: the U.S. Department of Treasury, Office of Foreign Assets Control; the U.S. Department of Commerce, Bureau of Industry and Security; the U.S. Department of State, Directorate of Defense Trade Controls; the United Nations Sanctions Committees; the European Union Council; the UK Anti-bribery Act; and any other relevant authority. Customer agrees to furnish such documents as are necessary to comply with import and export laws, rules, and regulations. Customer understands that civil and criminal penalties may be imposed for making incorrect, false, or fraudulent statements, or for the violation of any laws or regulations on importation or exportation. Customer is solely responsible for determining any import or export license requirements and for obtaining any export or import license or other official authorization. Cryoport assumes no liability to Customer or any other person for any loss or expense — including, but not limited to, fines and penalties — if Customer fails to comply with any import or export laws, rules, or regulations.
Loss or Damage to All Shipper Units. Customer shall bear all risk of loss, damage, theft, destruction, attachment, seizure or the like of or to All Shipper Units (any such event, a “Casualty”), reasonable wear and tear excepted for the Shipper Units only, during the applicable cycles as described above. No Casualty shall impair the obligations of the Customer to pay the Payment Obligations for any and all Orders. Immediately upon Customer becoming aware of a Casualty, Customer shall provide Cryoport with written notice detailing such Casualty. At Cryoport’s sole option and upon notice to Customer, Customer shall promptly (a) reimburse Cryoport for the reasonable costs of repairing the affected Shipper Unit (but not exceeding the replacement value established from time-to-time by Cryoport (“Replacement Value”)), or (b) pay Cryoport the Replacement Value in the case of a lost Shipper Unit or a Shipper Unit for which the cost of repair would exceed the Replacement Value.
Return of Shipper Units. On or before the expiration of the Standard Cycle, Customer shall return All Shipper Units to the address, typically a Cryoport facility, specified in the Order, free and clear of any claims, liens or encumbrances in a serviceable, emptied and clean condition without damage, except for reasonable wear and tear. Payment Obligations may include fees and expenses owing in the event of any (i) delay in the return of all Shipper Units beyond the applicable Standard Cycle, (ii) change (other than by Cryoport) made to any shipping address to which All Shipper Units will be delivered, or (iii) change (other than by Cryoport) to the time of delivery for All Shipper Units.
No Cryoport Indemnity; Customer Indemnity. Cryoport shall not be responsible for any injuries, losses or liabilities to Customer or any third party resulting from or arising out of (a) the Service and the possession or use of All Shipper Units, (b) any breach of any representation, warranty or covenant under the Terms and Conditions or any inaccuracy of information supplied by Customer on an Order, or (c) any failure to make any filings or to provide any information, that are true, complete and accurate in all respects, relating to the contents of All Shipper Units. Customer shall indemnify, defend and hold harmless Cryoport from and against any and all injuries, losses or liabilities (of any type or nature whatsoever) resulting from or arising out of (i) the possession or use of All Shipper Units by or on behalf of the Customer or its designee (without regard to cause or jurisdiction thereof), (ii) the breach of any representation, warranty or covenant under the Terms and Conditions or any inaccuracy of information supplied by Customer on an Order , or (iii) any failure to make any filings or to provide any information, that are true, complete and accurate in all respects, relating to the contents of All Shipper Units. This indemnity obligation shall survive the Lease Term.
Cryoport Elite™ Ultra Cold Shipper – Dry Ice Removal Requirement; Customer Penalty and Indemnity. Customer must remove all dry ice from Cryoport Elite™ Ultra Cold Shippers prior to tendering the shipper to the designated carrier or Cryoport logistics agent for return. In the event Customer fails to remove all dry ice from a Cryoport Elite™ Ultra Cold Shipper prior to tendering the shipper to the designated carrier or Cryoport logistics agent for return, Customer shall be charged a $1,000 penalty per shipper (the “Dry Ice Removal Penalty”). IN ADDITION TO THE DRY ICE REMOVAL PENALTY, CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CRYOPORT FROM AND AGAINST ANY AND ALL INJURIES, LOSSES OR LIABILITIES (OF ANY TYPE OR NATURE WHATSOEVER), INCLUDING BUT NOT LIMITED TO ANY CIVIL PENALTIES AND FINES FOR VIOLATING ANY LAW, RULE OR REGULATION REGARDING THE TRANSPORT OF HAZARDOUS OR DANGEROUS MATERIALS, RESULTING FROM OR ARISING OUT OF CUSTOMER’S FAILURE TO REMOVE ALL DRY ICE FROM CRYOPORT ELITE™ ULTRA COLD SHIPPERS PRIOR TO TENDERING THE SHIPPER TO THE DESIGNATED CARRIER OR CRYOPORT LOGISTICS AGENT FOR RETURN.
No Liability for Delay. Cryoport shall not be liable for any loss, liability or damage resulting from any failure to perform or any delay in shipment, including but not limited to an act or failure to act of the Shipping Provider, an act of God, an act of Customer, fire, theft, flood, war, sabotage, slow-down, strike or other labor difficulty, riot, acts of terrorism, embargo, government act, regulation, rule ordinance or request or inability to obtain necessary labor, materials, manufacturing facilities or transportation or any customs related delays.
Taxes and Other Charges. Customer shall pay when due all taxes, surcharges, duties, fees, fines, assessments and penalties relating to each Order, including without limitation, documentation fees, filing fees, credit fees, inspection fees, early termination or assumption fees, use taxes and business taxes. If Cryoport pays any taxes or fees on Customer’s behalf, Customer shall promptly pay Cryoport for one-hundred and ten percent (110%) of all such payments on demand, plus any fines, penalties or other charges which arise on account of Customer’s failure to pay such taxes or fees to the appropriate governmental authorities.
NO WARRANTY. CRYOPORT HEREBY EXCLUDES ALL WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW, COURSE OF DEALING, TRADE USAGE, REPRESENTATION, STATEMENT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGMENT OF INTELLECTUAL PROPERTY RIGHTS. CRYOPORT ALSO EXCLUDES ALL OTHER OBLIGATIONS AND LIABILITIES IN CONNECTION WITH THE LEASE OF THE CONTAINERS. CRYOPORT SHALL NOT UNDER ANY CIRCUMSTANCE BE LIABLE TO ANYONE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS AND LOST SAVINGS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT CRYOPORT OR A SHIPPING PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT SHALL CRYOPORT BE LIABLE FOR THE COST OF PROCUREMENT OF ASUBSTITUTE CONTAINER.CRYOPORT’S MAXIMUM LIABILITY FOR EACH ORDER, FOR ANY REASON, SHALL NOT EXCEED THE LIABILITY LIMIT (DEFINED BELOW).
Cryoport neither assumes nor authorizes any person, firm or entity to assume for it any other additional liability or responsibility in connection with the Shipper Units.
Liability Limit (Not Insurance Coverage). The declared value of any Order does not represent Cryoport’s potential liability in connection with an Order, including, but not limited to, any loss, damage, delay, misdelivery, nondelivery, misinformation, any failure to provide information, or misdelivery of information relating to the Order (the “Declared Value”). The Declared Value is only for Customer’s internal usage with respect to any insurance it carries for shipping of its goods. Cryoport liability for each Order is limited to US $200 (the “Liability Limit”). Exposure to and risk of any loss in excess of the Liability Limit is assumed by the Customer. Customer may transfer this risk to an insurance carrier of its choice through the purchase of an insurance policy, and should contact an insurance agent or broker if Customer desires insurance coverage. CRYOPORT DOES NOT PROVIDE INSURANCE COVERAGE OF ANY KIND. CUSTOMER ACKNOWLEDGES THAT IT IS CUSTOMER’S RESPONSIBILITY TO SECURE INSURANCE COVERAGE FOR THE VALUE OF ANY MATERIAL SHIPPED IN AN ORDER. CYROPORT’S ACCEPTANCE OF ANY ORDER BEARING A DECLARED VALUE IN EXCESS OF THE LIABILITY LIMIT DOES NOT CONSTITUTE A WAIVER OF THE LIABILITY LIMIT REGARDLESS OF THE DECLARED VALUE OF AN ORDER, CRYOPORT’S LIABILITY FOR LOSS, DAMAGE, DELAY, MISDELIVERY, NONDELIVERY, MISINFORMATION, ANY FAILURE TO PROVIDE INFORMATION, OR MISDELIVERY OF INFORMATION, WILL NOT EXCEED THE LIABILITY LIMIT. Customer is responsible for accurately completing the Order or other shipping documents, including completion of the declared-value section. Cryoport cannot honor requests to change the declared-value information on the Order. CRYOPORT WILL NOT BE LIABLE FOR ANY ORDER IN EXCESS OF THE LIABILITY LIMIT, WHETHER OR NOT CRYOPORT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES MIGHT BE INCURRED. CRYOPORT will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misdelivery, nondelivery, misinformation or any failure to provide information, except such as may result from Cryoport’s sole negligence. Cryoport will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misdelivery, nondelivery, misinformation or failure to provide information caused by or resulting in whole or in part from:
- The act, default or omission of any person or entity, other than Cryoport, including those of any local, state or federal government agencies or the shipping provider.
- The nature of the shipment, including any defect, characteristic or inherent vice of the shipment.
- Customer’s violation of any of the terms and conditions contained in the Terms and Conditions, as amended or supplemented, or on an Order, including, but not limited to, the improper or insufficient packing, securing, marking and addressing of shipments, or use of an account number not in good credit standing, or failure to give notices in the manner and time prescribed.
- Perils of the air, public enemies, criminal acts of any person(s) or entities, including, but not limited to, acts of terrorism, public authorities acting with actual or apparent authority, authority of law, local disputes, civil commotion, hazards incident to a state of war, local or national weather conditions, national or local disruptions in air or ground transportation networks (as determined solely by us), strikes or anticipated strikes (of any entity, including, but not limited to, other carriers, vendors or suppliers), labor disruptions or shortages caused by pandemic conditions or other public health event or circumstances, natural disasters (earthquakes, floods and hurricanes are examples of natural disasters), conditions that present a danger to our personnel, and disruption or failure of communication and information systems (including, but not limited to, our systems).
- Cryoport’s compliance with verbal or written delivery instructions from the sender, recipient or persons
claiming to represent the dewar or recipient. - Damage or loss of materials placed in All Containers by Customer.
- Cryoport’s inability to provide a copy of the delivery record or a copy of the signature obtained at
delivery, from the shipping provider. - Failure by the shipping provider or any third party in possession of All Containers during the Service, to honor package-orientation graphics (e.g., “up” arrows, “this end up” markings), “fragile” labels or other special directions concerning packages.
- Customer’s failure to follow all of Cryoport’s packing instructions for the All Containers.
- Cryoport’s failure to notify Customer of any delay, loss or damage in connection with an Order or any
inaccuracy in such notice. - Performance of the Service will not constitute Cryoport as the Customer’s or anyone’s agent for any
purpose. - Customer’s failure to provide accurate delivery address information.
- Any Order which violates the terms and the conditions of the shipping provider
- Failing to meet a delivery commitment for any Order with an incomplete or incorrect address.
Default. Customer is in default of these Terms and Conditions if any of the following occurs: (a) Customer fails to pay any Payment Obligation or other sum when due and such failure is not cured within thirty (30) days; (b) Customer breaches any warranty or other obligation hereunder; (c) Customer becomes insolvent or unable to pay its debts when due; Customer stops doing business; Customer makes an assignment for the benefit of creditors or Customer undergoes a substantial deterioration in its financial condition; or (d) Customer files (voluntarily or involuntarily) a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee,
receiver or liquidator is appointer for Customer or a substantial part of Customer’s assets or business (each, a “Default”).
Remedies. Upon the expiration of the Standard Cycle or the occurrence of a Default, Cryoport may declare the entire balance of the unpaid Payment Obligations for the Orders Term immediately due and payable, sue for and receive all Payment Obligations and any other payments then accrued or accelerated under these Terms and Conditions plus the Replacement Value of the Shipper Units, as applicable. If Customer does not pay to Cryoport any amount owing under the applicable Order or the Terms and Conditions within the applicable payment period, then Cryoport may charge Customer interest on all amounts due at the rate of one and a half percent (1.5%) per month, but in no event more than the maximum rate permitted by law, calculated from the date such amount was first due until paid in full. Customer additionally shall pay to Cryoport all fees and expenses incurred by Cryoport in connection with the enforcement of any remedies, including reasonable attorneys’ fees and costs.
Limitations on Legal Actions. Any right Customer might have to damages, refunds, credits, recovery of reliance interests, disgorgement, restitution, injunctive relief, declaratory relief or any other legal or equitable relief whatsoever against Cryoport under any cause of action arising from any Order shall be extinguished unless you file an action within one year from the date of such Order.
Miscellaneous. The Terms and Conditions may be amended or supplemented only by a writing that refers explicitly to the Terms and Conditions and that is signed by the authorized representatives of both parties. These Terms and Conditions shall be governed by and construed in accordance with the law of the State of California without regard to its conflict of law principles. Customer hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Orange County, California for any matter arising out of or related to these Terms and Conditions. No waiver, alteration or modification of any of the provisions hereof shall be binding on Cryoport unless made in writing and duly authorized and executed by Cryoport. A waiver or modification by Cryoport of any condition or obligation of Customer hereunder shall not be construed as a waiver or modification of any other condition or obligation and no waiver or modification by Cryoport granted on any one occasion shall be construed as applying to any other occasion. If any of the provisions in these Terms and Conditions are held to be in violation of applicable law or applicable court decision, then such provisions are hereby waived or amended to the extent necessary to achieve the same economic effect for the Terms and Conditions to be enforceable in such jurisdiction and the rest of this the Terms and Conditions shall remain in full force and effect. The performance of any services does not make Cryoport an agent of the Shipping Provider or any third party for any purpose. All notices, reports, requests, approvals and other communications required or permitted hereunder must be in writing, sent to the applicable party at its address specified in the Order and shall be effective upon receipt.
Website Terms and Conditions
Cryoport Systems, LLC and its affiliates, make no representations about the suitability of the information contained on this website and provide the information without warranty.
All implied warranties, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property are hereby expressly disclaimed. Cryoport Systems, LLC does not represent or warrant the accuracy or completeness of the materials at this site or that of the functions contained on this site will be uninterrupted or error-free or that this site or of the server that makes it available are free from viruses or other harmful components. All users agree that all access to, and use of this site is at their own risk.
Cryoport Systems, LLC shall not be responsible for any errors or omissions contained in this website. The Company reserves the right to make changes without notice. The user therefore acknowledges and accepts that the information published on this website may include technical inaccuracies or typographical errors.
As a condition of use of this website, you, the end user, agree to indemnify Cryoport Systems, LLC and its content providers from and against any and all liabilities, expenses, including attorneys’ fees and damages arising out of claims resulting from your use of this website, including, without limitation, any claims alleging facts that if true would constitute a breach by you of these terms and conditions.
Elements of the Cryoport Systems, LLC website are Cryoport Systems, LLC’s and may not be copied or imitated in whole or in part. No logo, graphic, sound or image may be copied or retransmitted unless expressly permitted by Cryoport Systems, LLC
Use of Site
Cryoport Systems, LLC authorizes you to view and download the materials at this website only for your personal, non-commercial use, provided that, you retain all copyright notices and other proprietary notices contained in the original downloaded materials or any copies of the materials. Without the prior written consent of Cryoport Systems, LLC or as set forth in the preceding sentence, you may not use, modify, display, copy, download, distribute, reproduce or retransmit the materials at, or downloaded from, this site (or any information, text or documents contained therein) in any way or create any derivative work based thereon. The materials at this site are copyrighted and/or trademarked and any unauthorized use of any materials at this site may violate copyright, trademark, and other laws. No information or statement contained in, or access through, this site shall be construed as conferring, by implication, estoppel, or otherwise, any license or right under any patent, copyright, trademark or other intellectual property right of Cryoport Systems, LLC or of any third party. If you breach any of these terms, your authorization to use this site automatically terminates and you must immediately destroy any downloaded or printed materials. Your use of this site constitutes, and evidences, your agreement to be bound by these terms.
Links to Third Party Sites
The hypertext links on this website may allow you to leave Cryoport Systems’ website. The links are provided as a service to users and are not sponsored by or affiliated with this website or under the control of Cryoport Systems, LLC The links are accessed at the user’s own risk, and Cryoport Systems, LLC and the authors of its website, make no representation or warranties about the content of these links. Cryoport Systems, LLC is not responsible for the content of any linked site or any link contained in a linked site and is providing these links to you as a convenience. The inclusion of a hyperlink does not imply endorsement by Cryoport Systems of the website.
Unsolicited Ideas and Concepts
Cryoport Systems welcomes inquiries and comments from visitors to this site. However, any material, information or other communication you transmit or post to this site or to Cryoport Systems, LLC by electronic mail, including, without limitation, questions, comments, data, ideas or know-how (“Communications”) will be deemed to be non- confidential and non-proprietary and shall become the property of Cryoport Systems, LLC Cryoport Systems, LLC will have no obligations with respect to the Communications. Cryoport Systems, LLC and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes, without limitation and without any obligation, monetary or otherwise, owed to you. You are prohibited from posting or transmitting to or from this site any threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.
Limitation of Liability
In no event will Cryoport Systems, LLC, or any of its affiliates, or any third parties mentioned at or involved in creating, producing, or delivering this site, be liable for any direct, indirect, incidental, consequential, punitive or other damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of, or related to, your access, use, or inability to use, or the results of use, of this site, any websites lined to this site, or materials or information contained at any or all such sites, or any errors or omissions in such content, whether based on warranty, contract, tort any other legal theory, and whether or not advised of the possibility of such damages. If your use of this site results in the need for servicing, repair, or correction of equipment or data, you assume all costs thereof. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Applicable Laws
The site is administered by Cryoport Systems, LLC from its offices in Irvine, California. Cryoport Systems, LLC makes no representation that materials at this site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re- export the materials at this site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access this site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. These terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of laws. All users hereof expressly consent to the exclusive jurisdiction of the state or federal courts of the State of California, without regard to the conflicts of laws principles of any other state or country.
Trademarks
The Cryoport Systems, LLC trademark and design and other marks referenced herein are either trademarks or registered trademarks of the Company. Other names mentioned herein may be the trademarks of their respective owners. Cryoport Systems, LLC prohibits the use of any its trademarks as “hot” links to any website unless the establishment of such link is approved in advance by the Company. Your use of this website is an acknowledgement thereof and an agreement that you have no rights to use any such trademarks without the prior written consent of Cryoport Systems, LLC
Rights Reserved
Any rights not expressly granted herein are reserved. Cryoport Systems, LLC reserves the right to change this Agreement at any time. You should visit this page from time to time to review the then-current terms because they are binding on you. Certain provisions of these terms may be superseded or supplemented by expressly designated legal notices or terms located on particular pages at this site. Continued use of this website following any such changes shall constitute the user’s acceptance of such changes.
Data Privacy at Cryoport Systems, LLC
At Cryoport Systems, LLC and its affiliates, we are strongly committed to protecting your privacy. You can navigate the majority of our site without giving us any personal information about yourself. However, we may track the technical information (see “cookies” below) provided to us by your browsing the site to improve the navigation, content and design of our website. You may voluntarily provide additional information about yourself to enable us to provide the information or services you are requesting.
Your privacy is important to us. To protect your privacy, we provide this Privacy Policy Statement describing what information we collect about you, how we intend to use your information, what choices you have regarding how your information is used, how we protect it, how you can access your information to correct it, and how to contact us regarding your information.