Welcome, and thank you for your interest in Cell Harbor, Inc. (d/b/a Reservoir) (“Reservoir,” “our,” “we,” or “us”) and our website at https://withreservoir.com/, along with our related websites, that includes sign up, scheduling, and payment features for our biobanking services (collectively, the “Site”). These Terms of Use are a legally binding contract between you and Reservoir regarding your use of the Site.
For the avoidance of doubt, as used in these Terms of Use, the Site does not include the provision or receipt of our peripheral blood mononuclear cell (“PBMC”) biobanking services themselves. Those services include the collection of your blood sample, the processing and storage of your PBMCs, and withdrawal or release of your stored samples (collectively, the “Biobanking Services”). Our provision and your use of the Biobanking Services are separately governed by our Biobanking Service Agreement, Consent Form, and any other agreements provided by us to you directly for the Biobanking Services (collectively, the “Service Documents”). Sample withdrawals and releases to third-party recipients are governed by our Materials Transfer Agreement. You must review and execute all Service Documents (including, if applicable, the Materials Transfer Agreement) before using the Biobanking Services. In the event of any conflict between these Terms and the Service Documents with respect to the Biobanking Services, the Service Documents will control with respect to the Biobanking Services addressed therein.
Nothing in these Terms creates any obligation on Reservoir to provide the Biobanking Services.
THE SITE IS NOT DESIGNED OR INTENDED FOR EMERGENCY USE.
IF YOU HAVE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY REGISTERING FOR OUR WAITLIST, REQUESTING TIMES FOR A BLOOD DRAW, OR OTHERWISE ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING RESERVOIR’S PRIVACY POLICY HTTPS://WITHRESERVOIR.COM/PRIVACY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE SITE, AND RESERVOIR’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY RESERVOIR AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND RESERVOIR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. The Site
1.1 Site Overview. Reservoir offers PBMC Biobanking Services through at-home phlebotomy or at participating concierge clinics. The Site provides information on such services and includes features designed to allow individuals to register for our waitlist, request times for a blood draw, make payments, and submit User Content.
1.2 Waitlist; No Guarantee of Enrollment. Registration for our waitlist does not guarantee enrollment in the Biobanking Services or access to any specific product or therapy. Enrollment in the Biobanking Services is subject to the Service Documents, which govern the specific service terms for the Biobanking Services, including pricing, storage, cancellation, and other service terms. Reservoir may remove you from the waitlist at its sole discretion for any reason or no reason.
1.3 Blood Draw Request. You may submit your preferred times for a blood draw through the Site. Your preferred times are a request, not an appointment. Securing an appointment requires (a) payment in accordance with these Terms and (b) Reservoir’s acceptance of your request. Reservoir will not confirm appointment times until after receipt of payment. Reservoir does not guarantee that it will be able to schedule your blood draw at your preferred time or location or at all. An appointment does not guarantee receipt of the Biobanking Services.
1.4 No Medical Advice; Informational Only. Reservoir is not a medical provider and does not provide clinical advice, diagnosis, treatment, or medical advice. You acknowledge and agree that neither the Site nor any information provided hereunder has the ability to diagnose, treat, cure, mitigate, or prevent any disease or condition, or to prescribe or perform any task that constitutes the practice of medicine. All information provided by the Site, including information about our company, products, and technology, is for general informational purposes only. While we attempt to keep all the information provided through the Site up-to-date, information can change quickly, and our Site should not be considered error-free or as a comprehensive source of all information on a particular topic. Any reliance you place on such information is strictly at your own risk. We assume no responsibility for any consequences relating directly or indirectly to any action or inaction you may take based upon the information provided through the Site. The information provided on the Site is not a substitute for professional medical advice.
2. Eligibility
You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site; and (c) your registration and your use of the Site are in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration
To access or use certain features of the Site, you may be required to create an account and/or provide us with some information about yourself, such as your name, email address, country, zip code, or other contact or location information. Reservoir may also request that you provide social media handles, which you can decide whether or not to provide in your sole discretion. You agree that any information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. If you do register for an account, you may be asked to create a password. You are solely responsible for maintaining the confidentiality of your account, password, and any other access credentials you receive from us to access the Site. You accept responsibility for all activities that occur under your account or otherwise with the use of your access credentials. If you believe that your account or access credentials are no longer secure, then you should immediately notify us at support@withreservoir.com.
4. General Payment Terms
Certain features of the Site may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law or as set forth in the Service Documents.
4.1 Price. Please review our Payment Policy (https://withreservoir.com/policies) for information about payments, cancellations, and refunds. Reservoir reserves the right to determine pricing for its services. Reservoir will make reasonable efforts to keep pricing information published on the Site up to date. We encourage you to check our pricing information on our homepage periodically for current pricing information. Reservoir may change the fees for any feature of its services, including additional fees or charges, if Reservoir gives you advance notice of changes before they apply. Reservoir, at its sole discretion, may make promotional offers with different features and different pricing to any of Reservoir’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
4.2 Authorization. You authorize Reservoir to charge all sums for the blood draw requests you submit to Reservoir and any other orders that you make for Reservoir services you select as published by Reservoir, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Reservoir may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
4.3 Payment Processing. Reservoir may contract with a third party to process any payments submitted for or through our Site (“Payment Processor”). By making payments through the Site, (a) you agree to be bound by the terms and conditions and privacy policies of the applicable Payment Processor; and (b) you authorize us to share any of your information with the Payment Processor in order to process your payment. Reservoir may use Stripe, Inc. (“Stripe”) as our Payment Processor (https://stripe.com). In that case, Stripe will collect, use, and process your information, including payment information, in accordance with Stripe’s privacy policy (which may be accessed at https://stripe.com/privacy), and Stripe’s terms of service (which may be accessed at https://stripe.com/legal/consumer). To the fullest extent permitted by applicable law, Reservoir shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with its terms of service.
4.4 Delinquent Accounts. Reservoir may suspend or terminate access to the Site and Biobanking Services for any account for which any amount is due but unpaid. In addition to the amount due for the Site or any Biobanking Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time any payment is due, then Reservoir reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.
5. Licenses
5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Reservoir grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.
5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: reproduce, distribute, publicly display, publicly perform, or create derivative works of the Site; make modifications to the Site; or interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, then you may not use it.
5.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Site or any of our products or services (“Feedback”), then you hereby grant Reservoir an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Site and our products and services, and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
6. Ownership; Proprietary Rights
The Site is owned and operated by Reservoir. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site provided by Reservoir (“Materials”) are protected by intellectual property and other laws. All Materials included in the Site are the property of Reservoir or its third-party licensors. Except as expressly authorized by Reservoir, you may not make use of the Materials. There are no implied licenses in these Terms and Reservoir reserves all rights to the Materials not granted expressly in these Terms.
7. Third-Party Terms
7.1 Third-Party Sites and Linked Websites. The Site may contain links to third-party websites. Third-party websites, as well as any products, services, content, or other materials made available via such websites, are not under Reservoir’s control, and Reservoir is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Reservoir will have no control over the information that has been shared.
7.2 Third-Party Software. The Site may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Site is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
8. User Content
8.1 User Content Generally. Certain features of the Site may permit users to submit, upload, or otherwise transmit (“Post”) content to the Site, including photos, images, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Site, subject to the licenses granted in these Terms. You are solely responsible for the User Content you Post to the Site.
8.2 License Grant to Reservoir. By Posting User Content to or via the Site, you grant Reservoir a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Reservoir’s exercise of the license set forth in this Section.
8.3 Public Posts. Certain portions of the Site allow User Content to be viewed by other Site users and/or members of the public (each, a “Public Area”), such as user-submitted notecards. User Content that you Post to a Public Area is “Public Content.” By Posting Public Content, you acknowledge and agree that it will be viewable by other users and members of the public. The following terms apply to Public Content:
(a) Public Nature. Public Content may be viewed, copied, shared, indexed by search engines, and redistributed by other users and third parties, inside and outside the Site, and Reservoir cannot control or undo that redistribution. You are solely responsible for deciding what to Post to a Public Area. Reservoir does not treat Public Content as confidential and is not responsible for how others use it.
(b) No Health or Sensitive Information. Do not Post to a Public Area any information about your health, your blood draw, your samples, or your participation in the Biobanking Services, or any similar information about another person. Do not Post contact details, government identifiers, or financial information of any person. Reservoir may remove Public Content that contains this information but has no obligation to do so.
(c) Additional Rights in Public Content. In addition to the license in Section 8.2, you grant Reservoir the right to use the name, username, or likeness that appears with your Public Content to attribute it to you.
(d) License to Other Users. You grant each other user of the Site a non-exclusive license to access and view your Public Content through the Site, as permitted by the Site’s functionality and these Terms. Except as these Terms expressly permit, no user may copy, scrape, or reuse another user’s Public Content, and Section 10 (Prohibited Conduct) applies to any use of Public Content.
(e) Removal; Persistence. You may request removal of your Public Content by emailing support@withreservoir.com, and Reservoir will review such requests in its reasonable discretion. Please note that removal will not delete copies or derivatives that other users or third parties have shared, reposted, or otherwise redistributed, or copies that remain in backups, caches, or archived or search-engine versions.
8.4 Specific Rules for Photographs and Images. If you Post a photograph or image to the Site that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty-free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Site and third-party social media sites, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product. If you Post a photograph or image that includes an individual under the age of 18, you represent and warrant that you are that individual’s parent or legal guardian or that you have obtained the consent of that individual’s parent or legal guardian.
8.5 You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Reservoir disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Site. By providing User Content via the Site, you affirm, represent, and warrant to us that:
(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Reservoir and users of the Site to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Reservoir, the Site, and these Terms;
(b) your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right, or impersonate any person or entity or misrepresent your affiliation with any person or entity; slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or cause Reservoir to violate any law or regulation (including by uploading personally identifiable health information of any third party or information that would violate applicable privacy laws) or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;
(c) your User Content will not constitute unsolicited commercial messages, spam, or promotional content not authorized by us or make claims regarding the safety, efficacy, or medical benefits of the Biobanking Services or other cell-based therapy or treatment; and
(d) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, sexually explicit, pornographic, obscene, harassing, threatening, embarrassing, hateful, discriminatory, or denigrating, or otherwise inappropriate.
8.6 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Reservoir may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Site, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Reservoir with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Reservoir does not permit infringing activities on the Site.
8.7 Monitoring Content. Reservoir does not control and does not have any obligation to monitor: User Content; any content made available by third parties; or the use of the Site by its users. You acknowledge and agree that Reservoir reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Site for operational and other purposes. If at any time Reservoir chooses to monitor the content, then Reservoir still assumes no responsibility or liability for any content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Reservoir may block, filter, mute, remove, or disable access to any User Content uploaded to or transmitted through the Site without any liability to the user who Posted such User Content to the Site or to any other users of the Site. The Posting of User Content to the Site does not constitute Reservoir’s endorsement of, or agreement with, such User Content.
9. Communications
9.1 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
10. Prohibited Conduct
BY USING THE SITE, YOU AGREE NOT TO:
10.1 use the Site for any illegal purpose or in violation of any local, state, national, or international law;
10.2 access or use the Site to build or develop a competitive product or service or to develop, train, or improve any artificial intelligence or machine learning model;
10.3 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Site;
10.4 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
10.5 access, search, or otherwise use any portion of the Site through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Reservoir;
10.6 interfere with security-related features of the Site, including by: disabling or circumventing features that prevent or limit use, printing, or copying of any content; or reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;
10.7 interfere with the operation of the Site or any user’s enjoyment of the Site, including by: uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; making any unsolicited offer or advertisement to another user of the Site; collecting personal information about another user or third party without consent; or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;
10.8 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other user’s information or account without permission, or falsifying your age or date of birth;
10.9 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
10.10 attempt to do any of the acts described in this Section 10 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 10 (Prohibited Conduct).
11. Intellectual Property Rights Protection
11.1 Respect of Third-Party Rights. Reservoir respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Site to do the same. Infringing activity will not be tolerated on or through the Site.
11.2 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about any material on the Site, you may contact our Designated Agent at the following address:
Cell Harbor, Inc. (d/b/a Reservoir)
Attn: Legal Department (IP Notification)
1 Broadway, 14th floor
Cambridge, MA 02142-1187
United States
Email: legal@withreservoir.com
11.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Site;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Reservoir with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Reservoir making such disclosures. You should consult with your own lawyer or see 17 U.S.C. §512 to confirm your obligations to provide a valid notice of claimed infringement.
11.4 Repeat Infringers. Reservoir’s policy is to: remove or disable access to material that Reservoir believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Site; and in appropriate circumstances, to terminate the accounts of and block access to the Site by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Reservoir will terminate the accounts of users that are determined by Reservoir to be repeat infringers. Reservoir reserves the right, however, to suspend or terminate accounts of users at our sole discretion.
11.5 Counter Notification. If you receive a notification from Reservoir that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Reservoir with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Reservoir’s Designated Agent through one of the methods identified in Section 11.2 (DMCA Notification), and include substantially the following information:
(a) your physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Reservoir may be found, and that you will accept service of process from the person who provided notification under Section 11.2 (DMCA Notification) above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. §512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
11.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Reservoir in response to a Notification of Claimed Infringement, then Reservoir will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Reservoir will replace the removed User Content or cease disabling access to it in 10 business days, and Reservoir will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Reservoir’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Reservoir’s system or network.
11.7 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. §512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. §512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Reservoir] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Reservoir reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
12. Modification of Terms
We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Site. If you do not agree to the modified Terms, then you should remove your User Content, discontinue your use of the Site, and, if applicable request removal from our waitlist. Except as expressly permitted in this Section 12 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
13. Term, Termination, and Modification of the Site
13.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Site, and ending when terminated as described in Section 13.2 (Termination).
13.2 Termination. If you violate any provision of these Terms, then your authorization to access the Site and these Terms automatically terminate. In addition, Reservoir may, at its sole discretion, terminate these Terms or your account on the Site, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may request removal from the waitlist or terminate your account and these Terms at any time by contacting customer service at support@withreservoir.com. Suspension or termination of access or use of the Site does not suspend the obligations or requirements set forth in the Service Documents.
13.3 Effect of Termination. Upon termination of these Terms: your license rights will terminate and you must immediately cease all use of the Site; you will no longer be authorized to access your account or the Site; you must pay Reservoir any unpaid amount that was due prior to termination; and all payment obligations accrued prior to termination and Sections 5.3 (Feedback), 6 (Ownership; Proprietary Rights), 8.2 (License Grant to Reservoir), 8.3 (Public Posts), 8.5 (You Must Have Rights to the Content You Post; User Content Representations and Warranties), 8.6 (User Content Disclaimer), 13.3 (Effect of Termination), 14 (Indemnity), 15 (Disclaimers; No Warranties by Reservoir), 16 (Limitation of Liability), 17 (Dispute Resolution and Arbitration), and 18 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Site since upon termination of your account, you may lose access rights to any User Content you Posted to the Site. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Site using a different name, email address or other forms of account verification.
13.4 Modification of the Site. Reservoir reserves the right to modify or discontinue all or any portion of the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Reservoir will have no liability for any change to the Site, including any paid-for functionalities of the Site, or any suspension or termination of your access to or use of the Site. You should retain copies of any User Content you Post to the Site so that you have permanent copies in the event the Site is modified in such a way that you lose access to User Content you Posted to the Site.
14. Indemnity
To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Reservoir, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Reservoir Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Site; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
15. Disclaimers; No Warranties by Reservoir
15.1 THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. RESERVOIR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RESERVOIR DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND RESERVOIR DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR RESERVOIR ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE RESERVOIR ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE AND YOUR DEALING WITH ANY OTHER SITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
15.3 INFORMATION ON THE SITE, INCLUDING INFORMATION ABOUT THE VIABILITY, UTILITY, OR THERAPEUTIC SUITABILITY OF STORED SAMPLES OR ABOUT CELL-BASED THERAPIES, TREATMENTS, OR SERVICES, IS PROVIDED FOR GENERAL EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A REPRESENTATION OR WARRANTY BY US. WE MAKE NO REPRESENTATIONS OR WARRANTIES THROUGH THE SITE REGARDING THE AVAILABILITY, EFFICACY, SAFETY, OR TIMELINE OF ANY SUCH THERAPIES OR THE BIOBANKING SERVICES. THE FIELD OF REGENERATIVE MEDICINE IS RAPIDLY EVOLVING, AND OUTCOMES CANNOT BE PREDICTED OR ASSURED. NO MEDICAL OR SCIENTIFIC INFORMATION ON THE SITE SHOULD BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. YOU ARE RESPONSIBLE FOR CONSULTING WITH YOUR MEDICAL PROVIDER PRIOR TO REQUESTING OR RECEIVING ANY BIOBANKING SERVICES.
15.4 RESERVOIR IS NOT A HEALTHCARE PROVIDER. RESERVOIR DOES NOT VERIFY OR REVIEW ANY INFORMATION OR SERVICE THAT YOU MAY RECEIVE FROM A MEDICAL PROVIDER OR ANY OTHER THIRD PARTY, INCLUDING ANY INFORMATION DISPLAYED ON THE SITE. YOUR INTERACTIONS WITH ANY PROVIDER (INCLUDING ANY CONSULTATIONS OR ANY PROVISION OF CARE OR OTHER INTERACTION OUTSIDE OF OUR SITE) AND ANY OPINIONS, RECOMMENDATIONS, MATERIALS, OR INFORMATION MADE AVAILABLE TO YOU BY ANY PROVIDER, ARE SOLELY BETWEEN YOU AND THE PROVIDER. YOU AGREE THAT ANY PROVIDER YOU ENGAGE WITH WILL BE SOLELY AND EXCLUSIVELY RESPONSIBLE AND LIABLE FOR ALL CLINICAL DECISIONS AND INFORMATION, AND RESERVOIR WILL NEITHER HAVE NOR EXERCISE ANY CONTROL OR DISCRETION OVER THE METHODS BY WHICH ANY PROVIDER RENDERS ANY CLINICAL SERVICE OR ADVICE. NOTHING IN THESE TERMS SHOULD BE CONSTRUED TO ALTER OR OTHERWISE AFFECT THE LEGAL, ETHICAL, OR PROFESSIONAL RELATIONSHIPS BETWEEN AND AMONG YOU AND PROVIDERS, NOR DOES ANYTHING IN THESE TERMS ABROGATE ANY RIGHT, PRIVILEGE, OR OBLIGATION ARISING FROM OR RELATED TO THE PHYSICIAN-PATIENT RELATIONSHIP.
15.5 RESERVOIR WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, INCLUDING CLAIMS OF PROFESSIONAL MALPRACTICE, BETWEEN PROVIDERS AND YOU.
15.6 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 (DISCLAIMERS; NO WARRANTIES BY RESERVOIR) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Reservoir does not disclaim any warranty or other right that Reservoir is prohibited from disclaiming under applicable law.
16. Limitation of Liability
16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE RESERVOIR ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY RESERVOIR ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
16.2 EXCEPT AS PROVIDED IN SECTIONS 17.5 (COMMENCING ARBITRATION) AND 17.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE RESERVOIR ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100.
16.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
17. Dispute Resolution and Arbitration
17.1 Generally. Except as described in Section 17.2 (Exceptions) and 17.3 (Opt-Out), you and Reservoir agree that every dispute arising in connection with these Terms, the Site, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RESERVOIR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: bring an individual action in small claims court; pursue an enforcement action through the applicable federal, state, or local agency if that action is available; seek injunctive relief in a court of law in aid of arbitration; or file suit in a court of law to address an intellectual property infringement claim.
17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Cell Harbor, Inc. (d/b/a Reservoir), Attention: Legal Department – Arbitration Opt-Out, 1 Broadway, 14th floor Cambridge, MA 02142-1187 United States that specifies: your full legal name, the email address provided to us when you registered on the Site, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Reservoir receives your Opt-Out Notice, this Section 17 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
17.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling JAMS at +1-800-352-5267, or by contacting Reservoir.
17.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Reservoir’s address for Notice of Arbitration is: Cell Harbor, Inc. (d/b/a Reservoir), 1 Broadway, 14th floor Cambridge, MA 02142-1187 United States. The Notice of Arbitration must: identify the name or account number of the party making the claim; describe the nature and basis of the claim or dispute; and set forth the specific relief sought. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Reservoir may commence an arbitration proceeding. The payment of all fees will be governed by the JAMS Rules.
17.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: solely on the basis of documents submitted to the arbitrator; through a telephonic or video hearing; or by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Reservoir must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
17.7 Arbitration Relief. Except as provided in Section 17.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Reservoir before an arbitrator was selected, Reservoir will pay to you the higher of: the amount awarded by the arbitrator and US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
17.8 No Class Actions. YOU AND RESERVOIR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
17.9 Modifications to this Arbitration Provision. If Reservoir makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Reservoir’s address for Notice of Arbitration, in which case your account with Reservoir will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
17.10 Enforceability. If Section 17.8 (No Class Actions) or the entirety of this Section 17 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Reservoir receives an Opt-Out Notice from you, then the entirety of this Section 17 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 (Governing Law) will govern any action arising out of or related to these Terms.
18. Miscellaneous
18.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Reservoir regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
18.2 Governing Law. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. You and Reservoir submit to the personal and exclusive jurisdiction of the state courts located within Middlesex County, Massachusetts and the federal courts located in Boston, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Site from our offices in Massachusetts, and we make no representation that Materials included in the Site are appropriate or available for use in other locations.
18.3 Privacy Policy. Please read the Reservoir Privacy Policy https://withreservoir.com/privacy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Reservoir Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
18.4 Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
18.5 Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
18.6 Contact Information. The Site is offered by Cell Harbor, Inc. (d/b/a Reservoir), located at 1 Broadway, 14th floor Cambridge, MA 02142-1187 United States. You may contact us by sending correspondence to that address or by emailing us at support@withreservoir.com.
18.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.
18.8 No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.
18.9 International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited. Please note that even if you are able to register for our waitlist outside of the United States, we currently do not provide the Biobanking Services outside of the United States.
18.10 Contests and Promotions. From time to time, Reservoir may offer contests, giveaways, or other promotions (each, a “Promotion”). Each Promotion is governed by its own separate rules, which Reservoir will make available when the Promotion is offered and which may limit who is eligible, for example by age or country of residence. If a Promotion’s official rules conflict with these Terms, the Promotion’s rules will control.