Terms of Service
Last Updated: August 2023
The following terms and conditions (“Terms of Service”) govern you, personally or on behalf of an entity (“you” and “your”), with respect to your access to and use of all Donor and Surrogate Concierge, and all “NSFP”[1] websites, mobile applications, social media pages and other technologies we own and operate, including in connection with our third-party partners (“we”, “us” and “our”) and from which these Terms of Service are linked (collectively, the “Sites”). By visiting our Sites, you engage in our “Services” and agree to be bound by these Terms of Service. The Services are offered only for your personal, non-commercial use. Supplemental terms and conditions or documents that may be posted on the Sites from time to time, are hereby expressly incorporated into these Terms of Service by reference.
Please review the Terms of Service carefully. The Terms of Service include provisions waiving your right to pursue any class, group or representative claim against us and requiring you to resolve certain disputes through individual arbitration. See Section 15 below for more information.
1. Agreement to Terms.
These Terms of Service apply to all users of our Sites. If you do not agree with these Terms of Service, please do not use our Sites.
2. Changes to these Terms of Service.
We reserve the right to update, change or replace any part of these Terms of Service from time to time at our sole discretion by posting updates and/or changes to the Terms of Service on our Sites. It is your responsibility to check the Terms of Service periodically for changes. Your continued use of or access to our Sites following the posting of any such changes to the Terms of Service constitutes acceptance of those changes.
3. Login and User Information.
In order to use certain features of the Sites, you must create an account with us and log in to such account by providing your email address, password (collectively, “Login Information”). The collection of this information is in accordance with our privacy practices found in our Privacy Policy.
You are solely responsible for all activities conducted through your account, whether or not you authorize the activity. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your devices. We shall not be liable for any loss that you incur as a result of someone else using your Login Information either with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Login Information.
We reserve the right to terminate your account or to refuse Services to you, without prior notice to you, at any time and for any or no reason.
4. Eligibility.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Service and to abide by and comply with these Terms of Service. We host our Sites globally and by accessing them, you are representing and warranting that you are of the legal age of majority in your jurisdiction as is required to access and use such Sites. You further represent that you are otherwise legally permitted to use the Content (as defined below) in your jurisdiction. You further represent that you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that we are not liable for your compliance or failure to comply with such laws. You further represent and warrant that all funds or assets used by you have been lawfully obtained by you in compliance with all applicable laws.
5. Content.
The content on the Sites (“Content”), including the trademarks and all logos contained therein are owned by or licensed by us and are subject to copyright and other intellectual property rights under applicable laws. Content includes, without limitation, all source code, databases, functionality, software, websites designs, audio, video, text, chats, photographs, graphics, names, images, and voiceprints. All graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of ours or our partners. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Except as expressly permitted in these Terms of Service, you may not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any portion of the Content for any purpose without express prior written permission from us or the applicable rights holder. Any commercial exploitation of the Content without express prior written permission from us or the applicable rights holder is strictly prohibited.
Content on the Sites is provided to you on an “AS IS” basis for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted to you in and to the Sites and Content.
Any reliance on Content is at your own risk. We reserve the right to modify the Content at any time, but we have no obligation to update any information on our Sites.
6. User Contributions.
Our Sites allow you to upload certain assets and Personal Information (refer to Privacy Policy) of your own creation, as well as use chat and video messaging services to post, submit, publish, display, or transmit to other users various content and materials (“User Contributions”). All User Contributions must comply with and are subject to these Terms of Service, including the requirements of Section 8 below.
By using the Sites, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), transferable right and license to use, reproduce, publicly display, distribute and adapt the publicly shared User Contributions for the purposes of developing, distributing, providing, improving, and promoting the Services, our Sites, our activities, and your publicly shared User Contributions. You further grant us the right to use your name and trademarks, if any, in connection with our use of your publicly shared User Contributions. You also agree that any information included in your User Contributions may be used in accordance with our Privacy Policy.
You represent and warrant that:
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You own or control all rights in and to the User Contributions and have the right to grant the license above to us and our licensees, successors, and assigns;
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All of your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not North Star Fertility Partners, LLC, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. You are solely responsible for ensuring that any User Contributions you submit to the Sites comply with any applicable laws and third party rights, including but not limited to any intellectual property rights, privacy rights and publicity rights. North Star Fertility Partners, LLC always has the right, in its sole discretion, to accept or reject any User Contributions for any or no reason. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Sites.
7. Errors, Inaccuracies & Omissions.
Occasionally there may be information on our Sites or in the written and verbal Services that contains typographical errors, inaccuracies or omissions that may relate to medical procedures, diagnoses, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update any information in the Sites or Services or on any related websites if it is inaccurate at any time without prior notice.
We undertake no obligation to update, amend or clarify information in the Sites or Services or on any related website, except as required by law. No specified update or refresh date applied in the Sites or Services or on any related website should be taken to indicate that all information in the Sites or Services or on any related website has been modified or updated.
8. Prohibited Conduct.
You agree to use the Sites and Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable laws, rules or regulations. You are prohibited from using the Sites, Services, or User Contributions:
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for any unlawful purpose;
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to promote any illegal activity, or advocate, promote or assist any unlawful acts;
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to solicit others to perform or participate in any unlawful acts;
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to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
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to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
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to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
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to submit false or misleading information;
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to upload or transmit any material or content that attempts to falsely state or otherwise misrepresent your identity or affiliation with a person or entity;
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to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Sites or of any related website, other websites, or the Internet;
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to upload or transmit any material or content that is pornographic, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal;
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to upload or transmit any material or content that is inappropriate for families or otherwise suitable only for adults;
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to upload or transmit material or content that promotes, provides, or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group;
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to upload or transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
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to collect or track the personal information of others;
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to spam, phish, pharm, pretext, spider, crawl, or scrape;
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for any obscene or immoral purpose; or
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to interfere with or circumvent the security features of the Sites or any related website, other websites, or the Internet;
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to decompile, disassemble, reverse engineer, copy, transfer, or otherwise use the Services, Content, and Sites, except as permitted by these Terms.
We reserve the right to terminate your use of the Sites and Services or any related website for violating any of the prohibited uses.
9. Third-Party Links.
We may receive or provide links from and to other websites or resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party links on the Sites, you do so entirely at your own risk and subject to the terms and conditions of those websites.
10. Termination of Use.
We reserve the right at any time to modify or discontinue the Sites or the Services (or any part or Content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, change, suspension or discontinuance of the Sites or the Services. North Star Fertility Partners, LLC does not have any obligation under these Terms of Service, except as otherwise expressly stated, to provide you with any support or maintenance in connection with the Sites or the Services.
In the event that we terminate your account, you may not use or access the Services again without our express permission. We reserve the right to refuse accounts to any individual. You may not allow any individual whose account has been terminated by us to access the Services using your Login Information. If you believe that any action restricting your account has been taken against you in error, please contact us at: [617-439-9900 or info@nsfertility.com].
Upon any termination or discontinuation of the Sites, the Services or these Terms of Service, the following Sections will survive 5, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19.
11. Disclaimer of Warranties; Limitation of Liability.
YOU AGREE THAT YOUR USE OF THE SITES AND THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW NORTH STAR FERTILITY PARTNERS (*NSFP), LLC, ITS AFFILIATES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES AND THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NORTH STAR FERTILITY PARTNERS, LLC DOES NOT WARRANT THAT YOUR USE OF THE SITES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SITES OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. ALTHOUGH NORTH STAR FERTILITY PARTNERS, LLC ENDEAVORS TO PROVIDE ACCURATE INFORMATION, IT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY OR RELIABILITY OF INFORMATION ON THE SITES. YOUR USE OF THE SITES IS AT YOUR OWN RISK. NEITHER NORTH STAR FERTILITY PARTNERS, LLC NOR ITS AFFILIATED OR RELATED ENTITIES OR ITS VENDORS OR CONTENT PROVIDERS SHALL BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHERWISE), INJURY, CLAIM, OR LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM YOUR USE OR INABILITY TO USE THE SITES OR ANY INFORMATION OR MATERIALS PROVIDED ON THE SITES. NORTH STAR FERTILITY PARTNERS, LLC IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITES OR ANY MATERIALS ON THE SITES OR THE GAMES, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. California (USA) Release.
California, USA, residents expressly agree to waive California Civil Code Sec. 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
13. Indemnification.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS NORTH STAR FERTILITY PARTNERS, LLC, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, INTERNS, AGENTS, DISTRIBUTORS, AND VENDORS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES, RESULTING OR ARISING OUT OF YOUR BREACH OF ANY OF THESE TERMS OF SERVICE OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. Notwithstanding the foregoing, North Star Fertility Partners, LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify North Star Fertility Partners, LLC, and you agree to cooperate, at your expense, with North Star Fertility Partners, LLC’s defense of such claims. North Star Fertility Partners, LLC will use reasonable efforts to notify you of any such claim, action, or proceeding, which is subject to this indemnification upon becoming aware of it.
14. Governing Law.
These Terms of Service, your use of the Services and the Sites, any separate agreements whereby we provide you Services, and our entire relationship shall be governed by and construed in accordance with the state laws of Delaware, exclusive of conflict or choice of law rules.
15. Dispute Resolution and Agreement to Arbitrate on an Individual Basis.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY REQUIRE YOU AND SUPERPOWER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND SUPERPOWER CAN SEEK RELIEF FROM EACH OTHER.
(a) Informal Dispute Resolution. In the event of any Dispute(s) (as defined below) with North Star Fertility Partners, LLC, you agree to first contact North Star Fertility Partners, LLC to attempt in good faith to resolve the Dispute(s). All offers, promises, conduct and statements, whether oral or written, made in the course of negotiation to resolve the Dispute(s) by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
(b) We Both Agree to Arbitrate. If the Dispute(s) has not been resolved after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (except for disputes brought in small claims court) arising out of or in connection with or relating to these Terms of Service, the Sites or the Services, including the determination of the scope or applicability of this agreement to arbitrate, or the alleged breach thereof (collectively, “Dispute(s)”), by binding arbitration in Massachusetts before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. If this arbitration provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in the County of Suffolk. You hereby accept the exclusive jurisdiction of such court for this purpose.
(c) Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate by contacting [617-439-9900 or info@nsfertility.com] within 30 days of first accepting these Terms of Service and stating that you (include your first and last name) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Services, but you and North Star Fertility Partners, LLC will not be permitted to invoke the mutual agreement to arbitrate to resolve disputes under the terms otherwise provided herein.
(d) Arbitration Shall Proceed Individually. You and North Star Fertility Partners, LLC agree that the arbitration of any dispute shall proceed on an individual basis, and neither you nor North Star Fertility Partners, LLC may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Superpower will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
(e) Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR NORTH STAR FERTILITY PARTNERS, LLC SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY OR OTHERWISE SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN THE EVENT ALL OR ANY PORTION OF SUBSECTIONS (A) OR (D) OF THIS SECTION (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.
16. Waiver and Severability.
No waiver by North Star Fertility Partners, LLC of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Superpower to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. In the event that any provision or part of a provision of these Terms of Service is determined to be unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
17. Miscellaneous.
These Terms of Service constitutes the entire agreement between you and Superpower with respect to your account and use of the Sites and the Services and supersedes all prior and contemporaneous agreements between you and North Star Fertility Partners, LLC. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. These Terms of Service operate to the fullest extent permissible by law. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms of Service, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms of Service absent our consent or your statutory right, without such consent, will be null and void in its entirety. North Star Fertility Partners, LLC may freely assign or transfer these Terms of Service without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors, and any permitted assigns. North Star Fertility Partners, LLC shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond North Star Fertility Partners, LLC’s reasonable control. There is no joint venture, partnership, employment or agency relationship created between you and Superpower as a result of these Terms of Service or use of the Sites and the Services. Any notices or other communications provided by North Star Fertility Partners, LLC under these Terms of Service will be given by posting to the Sites. Upon North Star Fertility Partners, LLC’s request, you will furnish North Star Fertility Partners, LLC any documentation, substantiation or releases necessary to verify your compliance with these Terms of Service. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
18. Privacy Policy.
We value your privacy. Our Privacy Policy is expressly incorporated into these Terms of Service by this reference.
19. Contact Us.
If you have any questions regarding these Terms of Service, our Privacy Policy or our privacy practices, please contact us at 1-888-987-7577.
[1] North Star Fertility Partners, LLC