IMPORTANT: Please read this entire document carefully. You must scroll to the bottom to complete the acknowledgement process.

This Semen Purchase and Storage Agreement (the "Agreement") is entered into between Premier Sperm Donors LLC ("Premier", "We", "Our", and "Us") and the undersigned recipient of products and services provided by Premier's Sperm Donor Program and, if applicable, their partner or spouse (collectively, "Recipient" and "You"). This Agreement is entered into as of the date indicated below (the "Effective Date"). Premier and Recipient are collectively referred to as "Parties."

Premier specializes in sperm donation for assisted reproduction ("Donation") and coordinates the collection and processing of sperm samples ("Sample(s)") from sperm donors (each, a "Donor"). Donation is a voluntary process, and Donors donate Samples for third party recipients to use in assisted reproductive technology ("ART").

Recipient wishes to purchase one (1) or more Samples from Premier solely for the ART purposes outlined in this Agreement. Premier and Recipient wish to establish the terms and conditions pursuant to which Premier will provide, and Recipient will purchase, certain Samples for the purpose of ART to facilitate the conception of a child or children ("Child" or "Children"), including rights and obligations with respect to the use of such Sample(s) and the legal status of any resulting Children.

1. ORDERS

1.1 Placing Orders. Recipient may select Samples based on Donors from the available Donor profiles that Premier makes available. Premier will make reasonable efforts to provide non-identifying Donor information, including without limitation, medical history, physical characteristics, educational background, age, occupation, and other relevant details, subject to any limitations under applicable laws, rules, and regulations, including HIPAA or any Federal or state data privacy laws. Once a Donor has been selected, Recipient may place an order for Samples (each, an "Order") either directly on our website at www.psdonors.com or by calling us at (866) 366-6701. Orders must be paid in full at the time of placement, in accordance with the payment terms set forth in Section 3 below. ONCE AN ORDER IS CONFIRMED BY PREMIER BY WRITTEN E-MAIL, SUCH ORDER IS CONSIDERED FINAL AND NON-CANCELABLE. No cancellations, refunds, or exchanges will be granted following confirmation of an Order, except as expressly provided for in this Agreement.

1.2 Storage and Shipment. At the time of Order placement and for a thirty (30) day period thereafter, Recipient will have the option to set up storage for the Sample(s) through the storage Subscription services that Premier offers as further described in Section 4, subject to Premier's Fees for such Subscription, or to arrange for the shipment of the Sample(s), at Recipient's own expense. If Recipient elects to enroll in the storage Subscription services during the thirty (30) day period, then the Subscription will be deemed commenced as of the Order placement date and Recipient will be charged accordingly. If, after thirty (30) days of Order placement, Recipient has not provided instructions regarding shipment of the Samples or enrollment in the Subscription, on the thirty first day following Order placement, Premier shall have the right to automatically commence provision of storage services and Recipient will be automatically enrolled in the Subscription in accordance with the terms in Section 3.3 below, which Subscription will be deemed to have commenced as of the Order placement date, unless and until Recipient cancels or terminates the Subscription as described therein.

2. USE OF SAMPLE

Recipient shall be deemed the legal owner of all Samples purchased under this Agreement, subject to the terms herein, including Section 4.4.3. Samples purchased under this Agreement are provided by Premier solely for use by Recipient in ART to facilitate the conception of a Child. The Samples may only be used by Recipient under the guidance of a licensed healthcare provider. Without limiting the generality of the foregoing, Recipient agrees that if Recipient elects to proceed with home insemination, such election shall have been made following consultation with a qualified healthcare provider of Recipient. Samples may not be used, sold, transferred, or otherwise distributed for any other purpose, including, but not limited to, commercial sale, research, clinical trials, or genomic analysis unless such use is expressly pre-approved in writing by Premier.

3. FEES AND PURCHASE TERMS

3.1 Third-Party Service Provider. Premier uses a third-party service provider for certain payment services (e.g., card acceptance, merchant settlement, and related services) ("Third-Party Service Provider"). You will be required to provide your credit card payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You hereby consent and authorize Premier to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

3.2 Payment Terms. You will be charged, and shall pay, all fees or charges ("Fees") in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable as set forth herein. Fees will be set forth on Premier's website at www.psdonors.com. By providing Premier and/or our Third-Party Service Provider with your payment information, you agree that Premier and/or our Third-Party Service Provider is authorized to immediately charge you for all Fees due and payable to Premier hereunder and that no additional notice or consent is required. You shall immediately notify Premier of any change in your payment information to maintain its completeness and accuracy. Premier reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Premier and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

3.3 Storage Subscription. If you subscribe to our storage services offering (either through opt-in or by failure to provide shipment information within thirty (30) days of Order placement) (a "Subscription"), the Fee for such Subscription will be billed at the start of the Subscription and will be effective back to the Order placement date ("Subscription Service Commencement Date") and at regular intervals thereafter. Premier reserves the right to change the timing of our billing. Premier reserves the right to change the Subscription pricing at any time. All such changes will be made available on the Premier website. If you do not agree with such changes, you may cancel your Subscription by e-mailing care@psdonors.com.

3.3.1 Automatic Renewal. Your Subscription will continue and automatically renew at Premier's then-current price for such Subscription, unless earlier terminated in accordance with this Agreement. The frequency at which your Subscription renews will be designated at the time at you sign up for the Subscription, and should you fail to renew, your Subscription will automatically renew for thirty (30) days periods at the end of the Subscription term. If you are auto-enrolled in a Subscription (for example, pursuant to Section 1.2 above), you will be automatically enrolled in a recurring 30-day Subscription. For any Subscription 90 days or longer, Premier will provide notice prior to automatic renewal. For Subscriptions less than 90 days, no renewal notice will be provided. By subscribing, you authorize Premier to charge the credit card on file for the initial Subscription term, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Premier does not receive payment because the card on file is not working, (i) you shall pay all Fees due upon demand and/or (ii) you agree that Premier may either terminate or suspend your Subscription and related services, in accordance with applicable laws, rules, and regulations, and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Subscription will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

3.3.2 Cancelling Subscriptions Purchased via Premier. You may cancel or terminate your Subscription by contacting Premier at care@psdonors.com or (866)366-6701. It may take up to thirty (30) days to process your termination or cancelation request.

3.3.3 Effect of Cancellation. If you or Premier cancels your Subscription, Premier will continue to store your Samples until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current Subscription period. Prior to the conclusion of the Subscription following notice of termination, you must (a) submit a written request to Premier for the destruction of the Samples; or (b) request shipment of the stored Samples to you or an alternative facility. You will be responsible for all shipping and handling charges associated with any such requested shipment. In the event Premier does not receive the required instructions from you prior to the end of your Subscription, or if you fail to remit the applicable Fees for the Subscription at any time, Premier reserves the right to take any such action consistent with its internal policies, which may include termination of the Subscription and disposal or destruction of the Samples.

3.4 Non-Refundable. All payments made for the purchase of Samples are non-refundable, except in case of Premier's failure to provide Sample as agreed.

4. SAMPLE STORAGE, RELEASE, AND SHIPPING AND HANDLING

4.1 Storage Services. Subject to Recipient's payment of applicable Fees, where Recipient has purchased a Subscription, Premier will use reasonable efforts to store Recipient's Samples at Premier's owned or controlled facilities, in accordance with applicable laws and Premier's policies and procedures. Premier will use reasonable efforts to maintain Samples in storage at such temperatures in compliance with applicable regulations and industry standards in a manner designed to maintain Samples' viability. In the event of an emergency or unforeseen circumstances where storage of the Samples in accordance with this Section is not possible, including due to circumstances outside of Premier's control, Premier will make reasonable efforts to maintain the integrity and viability of Samples and as applicable, Premier will take reasonable steps to provide Recipient with access to Samples in a timely manner. In such emergency situations or unforeseen circumstances, Premier reserves the right to transfer Samples to another facility and will provide timely notice to Recipient of any such transfer. In the event that Premier closes its storage facility, Premier shall provide Recipient with thirty (30) days' notice to decide whether to transfer or dispose of Samples. If Recipient does not respond within such thirty (30) day period, Premier has the right to take such actions, which may include transfer Samples to another appropriate storage facility and will provide written notice to Recipient of such transfer, in accordance with applicable laws, rules, regulations, and industry standards.

4.2 Authorizations for Release. Premier may opt for release of Sample upon purchase or at a later time. Prior to the release of any Samples, the Recipient must provide Premier with a properly completed and signed Authorization for Release of Semen form. This authorization must specifically identify all individuals authorized to receive the Samples, including but not limited to the Recipient, the healthcare provider, or an approved storage facility. A new authorization form must be submitted before any subsequent release. In jurisdictions where it is legally permissible for the Recipient to perform insemination procedures without the supervision of a licensed healthcare professional, and where such procedures are being undertaken at a private residence or non-clinical address, the Recipient must complete and submit the appropriate Home Insemination Authorization form. This form is subject to applicable state or local laws and may not be recognized or accepted in all areas. In particular, shipments to addresses within the State of New York or to private residences in certain jurisdictions require submission of a release form executed by the Recipient's healthcare provider before release or shipment will be authorized. Recipient is responsible for consulting with Recipient's healthcare provider prior to commencing scheduled insemination or home insemination, for any questions related to scheduled insemination or home insemination and for management of Recipient's health in relation to scheduled insemination or home insemination procedures.

4.3 Restrictions on Release. Premier reserves the right to delay, restrict, or deny the release of Samples if required by regulatory changes, newly discovered medical or genetic information concerning a Donor, or modifications to applicable screening standards. In such cases, Premier may require the Recipient (and, where applicable, the Recipient's healthcare provider) to review and execute updated acknowledgments or consent forms prior to release. The Recipient acknowledges and accepts that the emergence of new genetic or medical data may render previously authorized Samples temporarily or permanently unavailable. Premier shall not be held liable for any resulting loss, delay, or disruption caused by such developments. In the event that Premier determines that a release is no longer permissible, a full refund will be issued for affected Samples. The Recipient may then elect to purchase replacement Samples at the prevailing rates.

4.4 Shipping and Handling. Premier will take reasonable care in the shipping and handling of each Sample. Premier agrees to coordinate shipment of the Sample to Recipient using a reliable and professional shipping service, commercial carrier, or a commercial courier, in accordance with applicable medical and legal standards for cryopreserved sperm. Samples will be shipped in cryogenic tanks to maintain its viability and integrity during transportation.

4.4.1 Shipping Cost. Recipient shall be responsible for all shipping costs associated with delivery of Sample, including packaging, handling, and transportation fees, and any expedited shipping fees requested by Recipient.

4.4.2 Timing of Delivery. Premier will make reasonable efforts to ship Samples as soon as possible after receiving the applicable Order and/or authorizations for release. The Recipient acknowledges and agrees that the timing, routing, and handling of all shipments are governed solely by the operational procedures of the selected carrier or courier and are beyond Premier's direct control. Accordingly, Premier disclaims any liability for delivery delays, disruptions, or failures caused by external events, including but not limited to adverse weather conditions, shipping carrier malfunctions, customs delays, or logistical complication. To minimize risk of missed ART procedures, Recipient is strongly advised to schedule delivery of Samples to arrive at least two (2) to three (3) business days in advance of any scheduled insemination or fertility-related procedure. Without limiting the generality of the disclaimers herein, Premier will not be responsible or liable for any delay or impacted timing of an ART procedure, or any resulting financial loss, including without limitation, costs associated with medications, medical consultations, rescheduling fees, or other ancillary expenses arising from any shipment or delivery delays.

4.4.3 Risk of Loss or Damage During Transit. Premier shall take reasonable steps to ensure Sample is properly packaged and shipped. However, Premier shall not be liable for any loss, damage, or compromise of Sample during shipping unless caused by Premier's negligence. If Sample is damaged or compromised upon arrival, Recipient must notify Premier within twenty-four (24) hours to file a claim. Premier shall not be responsible for any losses, delays, errors, or issues arising from a third-party clinic's handling or receipt of Sample.

4.4.4 In-Person Pick-Up. Recipient shall also have the option for arranging for in-person pick-up of the Sample(s) at designated Premier locations, subject to advance scheduling and compliance. Recipient must complete an Authorization Form and provide a copy of a valid government-issued form of identification in advance of picking up Sample. Should another individual be designated to pick up the Sample, the Authorization form must specify the individual's name and be provided in advance of picking up Sample. Recipient or Recipient's designee will be required to provide identification at time of pick up. Samples will be provided in Premier-approved cryogenic tanks, accompanied by handling instructions. The Recipient assumes full responsibility for the safekeeping and timely return of such equipment. If the tank is not returned within fourteen (14) days of shipment or pick-up, in good condition, the Recipient shall be charged a fee of twenty-five U.S. Dollars ($25.00) per day per tank, directly to Recipient's credit card on file, until all such tanks are returned to Premier; provided, however, if the tank has not been returned as of the date that is thirty (30) days following shipment or pick-up, then a replacement fee of one thousand six hundred U.S. Dollars ($1,600.00) per tank, directly to Recipient's credit card on file. If the credit card on-file is no longer valid, the Recipient will be invoiced and remains financially liable for the full cost of the replacement tank.

4.5 Disposition of Samples upon Recipient's Death. In the event of the Recipient's death, Premier shall release the Recipient's stored Samples to an individual designated by the Recipient in a valid written instruction (the "Written Designation"). Such release is contingent upon satisfaction of the following conditions: (a) Premier's receipt of the Written Designation along with documentation acceptable to Premier, in its sole discretion, establishing both the Recipient's death and the legitimacy of the designation; (b) the designated individual's execution of a new "Semen Purchase and Storage Agreement"; and (c) the Recipient's account being current and free of outstanding balances. Until Premier receives formal notification of the Recipient's death and the documentation required in clauses (a) and (b) above, all other terms of this Agreement remain in full effect unless the obligations of Recipient are fully transferred to the designated individual pursuant to the executed Semen Purchase and Storage Agreement. If Premier becomes aware of the Recipient's death but does not receive the required documentation within thirty (30) days, this Agreement shall automatically terminate, and Premier shall have the right to discard or otherwise dispose of the Samples, in accordance with Premier's policies, applicable laws, rules, regulations and industry standards. Premier shall bear no responsibility to locate or contact any designated beneficiary, regardless of its awareness of the Recipient's death.

5. DONOR INFORMATION AND SAMPLE QUALITY

5.1 Donor Screening and Eligibility. Premier shall comply with the applicable requirements for determining donor eligibility, including donor screening and testing for communicable disease agents and diseases, established by the U.S. Food and Drug Administration (FDA). Premier obtains certain information from Donor, including without limitation family, medical, education, and work history. Premier also conducts a background check that verifies the absence of any criminal convictions or pending charges and conducts education verification. Premier reserves the right to revise or expand its screening protocols at any time, including but not limited to modifications required by changes in federal or state regulations, advancements in diagnostic technology, or variations in the availability, accuracy, or clinical utility of testing methodologies. While Premier conducts screening in accordance with this Section, information contained in Donor profiles, including family medical history, personal health background, and behavioral traits, is provided directly by Donors through self-reporting, and Premier does not conduct independent investigations or verifications of the accuracy, completeness, or truthfulness of the information disclosed by Donors.

5.2 Donor Medical and Genetic Testing. Premier conducts certain medical, genetic, and infectious disease testing on Donors. Premier conducts all testing required by the FDA (both prior to donation and six (6) months after donation) for the following infectious diseases: HIV, Hepatitis B, Hepatitis C, Human T-lymphotropic virus, West Nile Virus, Cytomegalovirus, Syphilis, Gonorrhea and Chlamydia.

5.3 Genetic Counseling. All Donors also undergo genetic counseling with a certified genetic counselor. Recommendations from the genetic counselor are accessible to the Recipient and the Recipient's healthcare provider via the donor's profile page on Premier's website. For more detailed information on the genetic counseling recommendations, Recipient is encouraged to make an appointment with a genetic counselor at Gene Screen Counseling LLC (www.gene-screen.com) the cost of which shall be fully borne by the Recipient, or seek a genetic counselor through www.nsgc.org, a national directory of genetic counselors.

5.4 Sample Quality. Premier releases Samples meeting the quality criteria listed on its website. Sample concentration and motility are listed on the Summary of Records included in each Sample shipment.

5.5 Updated Medical and Genetics Donor Information. Donors may provide Premier with ongoing updates on additional genetic testing results that can affect Children conceived via Samples. Premier will use reasonable efforts to report medical updates on Donor's profiles on Premier's website. Recipient may also request updated Donor information any time by contacting Premier. Newly developed or discovered Donor medical or genetic information may arise after Samples have been distributed. Due to the lapse between Donor screening, storage, and Recipient usage, clinically significant updates may surface subsequent to a Recipient's purchase. Accordingly, Recipient is urged to contact Premier and consult with Recipient's healthcare providers prior to utilizing any Donor Samples or embryos to determine whether updated information may be relevant to Recipient's decision-making. Premier may, at its discretion, share Donor updates directly with the Recipient or exclusively with the Recipient's healthcare provider. In cases where disclosure is made only to the Recipient's healthcare provider, Premier assumes no responsibility for ensuring that the Recipient is ultimately notified. Whether such information is shared with the Recipient directly depends on the Recipient's initiative to consult Recipient's healthcare provider. If disclosure is made, the Recipient is encouraged to seek guidance from qualified professionals. Premier does not offer medical advice and is not a healthcare provider but may provide referrals to licensed genetic counseling services upon request. Recipient acknowledges that Premier cannot guarantee donor compliance with update obligations and that it may not be made aware of new health or genetic risks. Recipient accepts the possibility that relevant medical or genetic developments may go unreported or undiscovered.

6. RECIPIENT RIGHTS AND RESPONSIBILITIES

6.1 Right to Replacement Samples. Due to biological variability or procedural anomalies, certain post-thaw Samples may produce motile sperm counts that fall below expected parameters. If Recipient's licensed healthcare provider submits written confirmation to Premier that a significantly lower motile sperm count was identified, and that this deviation directly resulted in the cancelation of the Recipient's medical treatment, Premier will provide replacement Samples at no additional cost. The foregoing remedy is contingent upon verification that the deviation was not caused by mishandling or damage incurred after Samples were released from Premier's custody. Any replacement Samples, where available, will draw from the same Donor as the original Sample. However, if Samples from the original Donor are no longer available, Premier may, at its sole discretion, issue a credit in the amount of one (1) comparable Sample, redeemable towards a future purchase. The replacement or credit as described herein constitutes Recipient's sole and exclusive remedy and Premier's sole and exclusive liability for receipt of a Sample that fails to produce motile sperm counts within expected parameters. Any request for a replacement Sample must be made by contacting Premier at care@psdonors.com.

6.2 Parental Rights. Recipient acknowledges Recipient will have full legal and parental rights over any Child born as a result of the use of Sample, subject to applicable laws. Premier and Donors assume no legal, medical, custodial, or financial responsibility for any Child conceived from the use of Donor Samples. All parental obligations rest solely with the Recipient. Premier advises that Recipient consult with qualified legal counsel to understand how parental rights, responsibilities, and legal recognition are established or interpreted under the laws of Recipient's specific jurisdiction.

6.3 Reporting Outcomes. Recipient agrees to report (either directly or through Recipient's healthcare providers) all pregnancies and pregnancy outcomes arising from use of Sample purchased from Premier, including without limitation, failed treatment cycles (IUI, ICI, and IVF), pregnancies, live births, miscarriages, stillbirths, and any other pregnancy-related events. All such pregnancies and outcomes shall be reported by Recipient or Recipient's health care provider no later than sixty (60) days following the date of any such occurrence. Recipient acknowledges that failure to report such information may result in Premier's inability to release Donor identifying information or facilitate contact between Donor and any potential Children from use of Donor's Sample. Recipient also agrees to report any newly identified, suspected, diagnosed, or unexpected medical or genetic issues affecting Children conceived from use of Sample. Should Recipient fail to report any such pregnancy outcomes or related information within the prescribed period, Recipient hereby authorizes Premier to contact Recipient's designated healthcare provider to request the details required hereunder.

7. PREMIER RIGHTS AND RESPONSIBILITIES

7.1 Premier will provide Samples from an appropriately screened and tested Donor pursuant to Premier's Sperm Donor Program guidelines and in compliance with applicable FDA requirements.

7.2 Premier will handle, package, and ship Samples in accordance with best practices for the intended insemination method, as informed by Recipient.

7.3 Premier will maintain confidentiality of Donor's identity, except as required by law or as provided in Section 13 herein.

7.4 Premier will make reasonable efforts to ensure that the Sample Recipient requests is available, subject to availability.

7.5 Premier reserves the right to void this Agreement by providing written notice to Recipient for any reason or if it is determined Sample is unsuitable for use or if Recipient fails to meet payment obligations, provide necessary information, or comply with the terms of this Agreement.

8. RECIPIENT REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGEMENTS

8.1 Recipient represents that Recipient is over the age of eighteen (18) years old and that all Samples obtained are for personal reproductive use only. Recipient further represents, warrants, and covenants that no Samples will be utilized for resale, research, clinical trials, or genomic analysis, unless such use is expressly pre-approved in writing by Premier. Unauthorized or independent genetic testing of Samples is strictly prohibited and must be coordinated with and authorized exclusively by Premier.

8.2 Recipient assumes responsibility for maintaining accurate and current contact information—including a valid mailing address, telephone number, email address, and payment information—throughout the duration of this Agreement. Failure to maintain up-to-date contact information may preclude Premier from delivering time-sensitive updates regarding Donor health or genetic developments. Premier shall have no obligation to locate the Recipient in the event of outdated or invalid contact details. Any notices sent to the last known address or email on record shall be deemed valid and binding under this Agreement.

8.3 Recipient understands and acknowledges Premier is not responsible for the outcome of any assisted reproduction for the birth of a Child from use of Sample.

8.4 Recipient understands and acknowledges that their healthcare provider must report information on pregnancies and pregnancy outcomes no later than sixty (60) days following the date of any such occurrence. Recipient acknowledges that failure to report such information will result in Premier's inability to provide Children with Donor information pursuant to a Child's request upon reaching 18 years of age.

8.5 Recipient understands and acknowledges Recipient must register Children in Premier's Donor ID Program by completing a Child Birth Registration form, found on Premier's website, as a prerequisite of providing each Child the opportunity to request and obtain Donor information when reaching 18 years of age. Further, Recipient acknowledges and agrees to report any medical or genetic conditions identified in Children conceived through the Samples that may be pertinent to Premier's Donor screening, risk mitigation, or program review efforts.

8.6 Recipient understands and acknowledges that Recipient is legally and financially responsible to pay Purchase Price for Sample and to use Sample solely for the intended purpose of assisted reproduction.

8.7 Recipient understands and acknowledges that neither Premier nor Donor has any legal, financial, ethical, or other obligation with respect to Children born as a result of use of Sample.

8.8 Recipient understands and acknowledges that they shall refrain from any claims against Premier in the event Premier voids this Agreement.

8.9 Recipient agrees to comply with all applicable laws, regulations, and Premier's policies regarding use of Sample.

9. RECIPIENT ASSUMPTIONS OF RISK; PREMIER DISCLAIMERS OF WARRANTIES AND GUARANTEES

THE SAMPLES AND ANY STORAGE SERVICES (INCLUDING, WITHOUT LIMITATION, THE COLLECTION, PROCESSING, TESTING, STORAGE, FREEZING, THAWING, AND SHIPMENT OF SAMPLES) ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

9.1 Recipient acknowledges and agrees that Recipient is fully informed of, and accepts and assumes, the inherent risks involved with the purchase and use of Samples for use in ART, including, but not limited to: psychological effects; legal considerations regarding parental rights; cellular damage; reduced post-thaw Sample viability; failure to achieve pregnancy; medical complications from ART, including, but not limited to, infection of transmission of disease, multiple pregnancies, ectopic pregnancy, ovarian hyperstimulation syndrome, unsuccessful pregnancy, injury to reproductive organs, and genetic risks passed on to Children; and limitations in the accuracy or completeness of background, medical, or genetic information provided by Donor. Recipient voluntarily assumes all such risks and acknowledges and agrees that Premier has no responsibility for outcomes, including related to third-party providers.

9.2 Recipient acknowledges and understands that Donors may be carriers of one (1) or more genetic or heritable conditions or infection diseases. Premier performs certain genetic and infectious disease screening tests as required by Federal law, but it is not possible to screen for all genetic and infectious diseases or defects or abnormalities, and tests are not always accurate. Further, Recipient acknowledges and understands that Donor screening cannot eliminate the possibility of an undetected mutation due to inherent limitations in sensitivity, accuracy, and test coverage. A negative result does not guarantee the absence of a heritable condition and false negatives may occur. Premier makes no guarantee that all appropriate tests have been performed on any Sample or that tests are fully accurate, leading to an unpreventable risk of disease transmission (as well as inheritable illnesses or inheritable birth defects). Premier makes no representation, warranty, or guarantee that a Sample is free of all genetic or infectious diseases or defects or abnormalities, or other infections, including sexually transmitted diseases. Further, Premier makes no representation, warranty, or guarantee regarding the health or genetic status of any Child. RECIPIENT AND RECIPIENT'S HEALTHCARE PROVIDER BEAR SOLE RESPONSIBILITY FOR EVALUATING DONOR GENETIC INFORMATION AND DETERMINING DONOR SUITABILITY, INCLUDING POTENTIAL INTERACTIONS WITH RECIPIENT'S CARRIER STATUS. RECIPIENT IS STRONGLY ADVISED TO CONSULT WITH QUALIFIED MEDICAL PROFESSIONALS, INCLUDING CERTIFIED GENETIC COUNSELORS, PRIOR TO SELECTING A DONOR.

9.3 Premier makes no guarantee of Sample quality. Any Sample purchased, including, without limitation, Sample collection, processing, testing, storage, freezing, thawing, and/or shipping are provided "as is" with no representations or warranties of any kind, either expressed or implied including without limitation the implied warranties of merchantability and fitness for a particular purpose. Premier does not guarantee against any possible loss, degradation, spoilage, contamination or the like of any portion or all of the Samples for any reason, including without limitation, as a result of Premier's negligence or as a result of circumstances beyond Premier's control (including but not limited to fire, power outage, natural disaster, terrorist attack or act of war).

9.4 Premier makes no guarantee Sample will be delivered by any particular date and assumes no responsibility for the handling or delivery of Sample by third-party couriers or carriers.

9.5 Premier conducts Donor background checks based on information provided by Donors, but makes no representation or warranty regarding the accuracy, completeness, reliability, timeliness, or fitness for any particular purpose of any Donor-related information or the qualifications, characteristics, or representations of any individual Donor.

9.6 Premier makes reasonable efforts to require Donors to provide updated medical and genetic information and contact information but cannot force Donors to update their information. Premier makes no warranty or guarantee that the Donor information in its possession is up to date or accurate.

9.7 Premier makes no guarantee of any contact between Donor and Children, nor does Premier warrant that it has any responsibility for the quality or frequency of such contact.

9.8 Premier makes no warranty or guarantee that the use of Sample will result in a pregnancy or successful ART procedure.

9.9 Premier makes no warranty or guarantee that the use of Sample will result in a healthy, viable Child free of all physical and mental diseases or defects.

10. TERMINATION

10.1 Termination Rights. In addition to any other termination rights set forth in this Agreement, the Agreement may be terminated as follows:

10.1.1 By either Party, upon providing not less than thirty (30) days' prior written notice of termination to the other Party; provided, however, Recipient may not terminate any Order or this Agreement with respect to such Order once the relevant Sample has been shipped; or

10.1.2 Immediately, by either Party, in the event of a material breach by the other Party, provided such breach remains uncured for a period of ten (10) days following written notice thereof. Notwithstanding the foregoing, termination for failure to pay Fees will not require written notice and an opportunity to cure, except that Premier will notify the Recipient of a denied credit card, in which case Recipient will have ten (10) days to provide a new method of payment.

10.2 Effect of Termination. Upon the effective date of termination, regardless of the cause or initiating party, Premier's obligations to store Recipient's Samples shall cease without further obligation or liability. In the event that Recipient has failed to satisfy outstanding balances within thirty (30) days of termination, Premier may, at its sole discretion and without further notice:

10.2.1 Take possession of any remaining Samples in full satisfaction of Recipient's unpaid Fees, with the Parties acknowledging and agreeing that such repossession shall constitute payment in full for all outstanding obligations;

10.2.2 Retain the Samples in storage and pursue recovery of all unpaid Fees, including any additional storage Fees accruing thereafter, through direct collection or via a third-party collection agency;

10.2.3 Dispose of the remaining Samples in accordance industry standard processes.

10.3 Refunds. No refunds will be issued in connection with the termination of this Agreement, regardless of the cause or timing, except as expressly provided below. Notwithstanding the foregoing, if this Agreement is terminated pursuant Premier's material and uncured breach:

10.3.1 Premier shall issue to Recipient a pro-rata refund of any unused, prepaid storage Fees as of the date of such termination; and

10.3.2 Upon receipt of written instructions from Recipient within thirty (30) days of the termination date, Premier shall arrange for the transfer and release of Recipient's Samples to the Recipient, the Recipient's healthcare provider, or an alternative storage facility as designated by Recipient. Should such instructions not be received within the thirty (30) day period, Premier shall have the right, in its sole discretion, to either repossess or dispose of the Samples pursuant to the options set forth in Sections 11.2.1 or 11.2.3 above.

11. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL PREMIER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF INCOME) ARISING OUT OF OR RELATED TO THESE TERMS OR THE RECEIPT, FAILURE TO RECEIVE, USE OF OR INABILITY TO USE THE SAMPLES OR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF PREMIER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PREMIER'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY RECIPIENT TO PREMIER FOR THE SAMPLES AND ANY SUBSCRIPTION. THE EXISTENCE OF ONE (1) OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT, IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

12. INDEMNIFICATION

Recipient agrees to indemnify, defend, and hold harmless Premier, its officers, directors, employees, agents, and affiliates from and against any and all claims, actions, damages, liabilities, costs, or expenses (including but not limited to reasonable attorneys' fees and any storage costs of Samples, as may be required or ordered by a court or regulatory agency) arising from, relating to, or in connection with the following:

• The use of Sample provided by Premier, including any medical procedures, treatments, or results thereof.
• The release of Recipient's protected health information pursuant to this Agreement.
• Any collection, processing, testing, freezing, thawing, sale, purchase, storage, shipping, release, loss, damage, or destruction of Sample.
• Any legal claims, disputes, or actions from third parties, including but not limited to Sample Donor, biological parents, or offspring, relating to parentage, support, custody, or any other rights or claims.
• Any personal injury, birth defects, or health issues arising in connection with the conception or birth of a child using Sample.
• Any violation of the terms of this Agreement by Recipient or any other party acting on Recipient's behalf.
• Any legal actions or proceedings related to the use of Sample, including claims for wrongful use, breach of confidentiality, or other legal violations.
• Any legal action arising from a disagreement between or among Recipient, Recipient's spouse, partner, or other family member(s), gestational carrier, or any other individual, relating to any such party's rights or obligations with respect to Sample and any resulting Children.

13. CONFIDENTIALITY AND PRIVACY

13.1 Confidentiality.

13.1.1 The Parties agree to maintain the confidentiality of all personal, medical, and identifying information related to Donor, Recipient, and any resulting Children, as well as details related to the purchase of the Samples ("Confidential Information"). Premier agrees to keep all Confidential Information confidential, in compliance with applicable data privacy laws. Notwithstanding anything contained herein, Premier may disclose Confidential Information (a) as required by applicable law, rules, and regulations; or (b) to Recipient's designated healthcare provider(s) for the purposes of facilitating clinical services and coordinating treatment; (c) to regulatory bodies or agencies, public authorities, or law enforcement agencies; (d) to Premier's legal counsel, advisors, consultants, service providers, or agents as part of routine business operations; or (e) in connection with a merger, acquisition, sale of all or substantially all of Premier's assets to which this Agreement relates, assignment or reorganization, or other change of control of Premier. RECIPIENT HEREBY PROVIDES EXPRESS AUTHORIZATION FOR PREMIER TO RELEASE SUCH CONFIDENTIAL INFORMATION AS REASONABLY NECESSARY FOR THE PURPOSES OF ENABLING MEDICAL CARE IN ACCORDANCE WITH APPLICABLE LAWS. Further, while Premier will use reasonable safeguards designed to protect Confidential Information, Recipient acknowledges and agrees that Premier shall not be responsible or liable for any (i) accidental or unintentional release of any such Confidential Information due to technical failure, cyber security breach, or unauthorized third party access to such Confidential Information; or (ii) disclosures resulting from public exposure, media coverage, or statements made by persons unaffiliated with Premier, except to the extent the foregoing occurs as result of Premier's failure to use such reasonable safeguards or to comply with applicable laws, rules, or regulations.

13.1.2 Premier shall not disclose the Recipient's identity to any Donor, except with the consent of the Recipient (as required by applicable laws), and as expressly authorized under applicable laws. The Donor's identity and contact information will be made available to the Child upon reaching the age of eighteen (18), or earlier if legally required.

13.1.3 The Recipient expressly agrees that all Donor profile materials—including but not limited to written summaries, audio and video recordings, photographs, and other biographical data—shall be used solely for the limited and private purpose of Donor selection. The Recipient shall not duplicate, disseminate, publish, transmit, or otherwise share Donor information in any form, whether digital or physical, through any public or private means, including email, social media, file-sharing services, or third-party databases.

13.1.4 Furthermore, the Recipient agrees not to initiate or engage in any direct or indirect attempt to determine, discover, or contact the identity of a Donor or the Donor's relatives, except in accordance with Premier's ID Donor program. This includes the use of commercial DNA testing platforms, public genealogical databases, or other investigative tools. The Recipient acknowledges that there is no legal or contractual entitlement to obtain the Donor's identity, and that any breach of this provision shall constitute a material violation of this Agreement.

13.1.5 Should Premier determine, in its sole and reasonable discretion, that the Recipient has attempted to circumvent these restrictions, Premier reserves the right to take all available legal and contractual action, at law and in equity, to protect the anonymity of its Donors, and to safeguard the privacy rights of other Donor-conceived Children.

13.2 Privacy. Please review Premier's Privacy Policy and Terms of Use available on its website at www.psdonors.com to understand Premier's practices.

14. MISCELLANEOUS

14.1 Jurisdiction and Dispute Resolution. This Agreement is entered into and performed in the State of California and shall be governed by and shall be construed under the laws of California. If a dispute of any kind arises, the Parties agree to submit the dispute to binding arbitration. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by American Arbitration Association according to this provision and the applicable arbitration rules for that forum. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. The arbitrator's award shall be final, binding, and conclusive on the parties and may be entered as a judgment in any court of competent jurisdiction. In the interest of efficiency, the arbitrator shall limit discovery to as minimal as possible in the arbitrator's discretion. The arbitrator shall award attorneys' fees and reasonable expenses to the prevailing party, if any. The parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. The parties expressly waive any entitlement to have such controversies decided by a court or a jury. For purposes of this arbitration provision, references to Recipient and Premier also include their respective subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns. This Section shall survive and remain in full force in the event of termination of this Agreement.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements or understandings, oral or written, relating to the subject matter hereof. Each of the Parties acknowledges that no other party, nor any agent or attorney of any other party, has made any promise, representation, or warranty whatsoever, and acknowledges that the party has not executed or authorized the execution of this Agreement in reliance upon any such promise, representation or warranty, that is not expressly contained herein.

14.3 Force Majeure. The failure of Premier to comply with this Agreement because of an act of God, war, fire, riot, terrorism, pandemic, earthquake, power failure, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Premier, shall not be deemed a breach of this Agreement. If Premier fails to act with respect to Recipient's breach or anyone else's breach on any occasion, Premier is not waiving its right to act with respect to future or similar breaches.

14.4 Severability. The provisions of this Agreement are severable. If any provision is held to be invalid, void, or unenforceable, it shall not affect the validity or enforceability of any other provision, in which case the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision(s). In lieu of any stricken provision(s), there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

14.5 No Third Party Beneficiaries. Except as expressly provided otherwise, there are no third party beneficiaries to this Agreement and nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

14.6 Notices. Recipient agrees that Premier may provide any and all notices to Recipient by mail or e-mail as well as by any other reasonable method. Any notice delivered by Recipient to Premier under this Agreement shall be delivered by contacting Premier via info@psdonors.com

14.7 Successors and Assigns. You agree you have not and shall not assign, transfer or grant, or purport to assign, transfer or grant, any of the rights, obligations or matters agreed upon by this Agreement without Premier's prior written consent. Premier may assign all or part of this Agreement. This Agreement is binding upon, and shall inure to the benefit of the successors and assigns of both Parties, its successors, assigns, affiliates, and representatives. This Section shall survive and remain in full force in the event of termination of this Agreement.

14.8 Acknowledgement. By signing below, Recipient acknowledges they have read, understood, and agreed to the terms of this Agreement, and that any questions have been satisfactorily answered.

14.9 Legal Review. You acknowledge that you have been advised to seek independent legal counsel to review and explain the terms of this Agreement before signing.