12. Limitation of Liability: EXCEPT AS OTHERWISE EXPRESSLY PROVIDED UNDER THIS AGREEMENT, CLIENT AGREES THAT STORK’S
LIABILITY FOR ANY LOSS, HARM, DAMAGE OR CLAIM OF ANY KIND IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED BY STORK SHALL BE LIMITED TO THE RETURN OF AN AMOUNT EQUAL TO ALL FEES PAID BY CLIENT TO STORK PURSUANT TO THIS AGREEMENT.
13. Waiver of Punitive Damages: CLIENT AGREES THAT IN NO EVENT SHALL STORK BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY PUNITIVE, SPECIAL INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES PROVIDED BY STORK, AND CLIENT EXPRESSLY WAIVES ANY RIGHTS TO ANY SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. Force Majeure: CLIENT AGREES THAT STORK SHALL NOT BE LIABLE FOR ANY LOSS, DETERIORATION OR DESTRUCTION OF ALL OR
ANY PART OF THE SPECIMEN RESULTING FROM CAUSES OR CIRCUMSTANCES BEYOND STORK’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO FIRE, EXPLOSIONS OR POWER OUTAGES, NATURAL DISASTERS, TERRORISTS ACTS OR ACTS OF WAR.
15. Hold Harmless and Indemnity: CLIENT agrees that the person(s) for whose benefit the Specimen is being stored, or to whom it is later provided, shall at all times and for all purposes be deemed to be bound by the provisions of this Agreement. CLIENT hereby indemnifies and agrees to hold STORK and CLIENT’s hospital and physicians and the respective agents, employees, officers, directors, shareholders and affiliates (collectively, the "Indemnities") harmless from any and all claims, liabilities, demands and causes of action asserted against Indemnities (collectively, "Claims") by any person or entity, including any third party beneficiary of this Agreement. This Indemnity and hold harmless provision includes, but is not limited to, any and all Claims against the Indemnities by the Child, or by any parent, legal guardian, birth mother or child of the person(s) for whom the Specimen is being stored, whether or not a party to this Agreement.
16. Termination of Agreement: This Agreement may be terminated (a) by CLIENT at any time prior to the collection of the Specimen; (b) by STORK if it has exercised its right to refuse Specimen storage for any reason; (c) by STORK if any payment due to STORK is not timely paid and such failure to pay is not cured within ninety (90) days after receipt of notice from STORK of such failure to pay; (d) by mutual agreement of the parties hereto; or (e) by either party upon sixty (60) days prior written notice to the other party hereto. Except as expressly provided herein, if this Agreement is terminated by the CLIENT or STORK for any reasons, all fees paid by CLIENT to STORK shall be non-refundable. Notwithstanding the foregoing, if this Agreement is terminated by STORK pursuant to Section 16 (e), and CLIENT has paid for the five, ten, fifteen, or twenty year storage plans, STORK shall reimburse to CLIENT a pro rated amount of the storage fee for the unused portion of the multi-year storage plan. Upon termination of this Agreement, CLIENT agrees to release all rights and wave all claims against STORK, and its officers, directors, shareholders, employees, agents, representatives and consultants with regard to this Agreement, the services hereunder and the Specimen, and agrees that STORK shall have no further liability to CLIENT or with regard to the Specimen after termination.
17. Arbitration: CLIENT agrees that any and all disputes arising out of or relating to this Agreement will be resolved by arbitration as provided in this Section 17, which shall survive any termination or expiration of this Agreement. CLIENT agrees that prior to instituting or participating in arbitration to resolve a dispute arising out of this Agreement, CLIENT and STORK will attempt to resolve the dispute through good faith negotiations. If CLIENT and STORK are unable, after good faith negotiations, to resolve disputes arising under this Agreement, CLIENT or STORK may commence arbitration by sending a written demand for arbitration to the American Arbitration Association (“AAA”) and to the other party affected by the dispute. The arbitration shall take place in Columbus, Georgia unless CLIENT and STORK otherwise agree. The Georgia Rules of Civil Procedure and Evidence shall apply to the arbitration unless CLIENT and STORK otherwise agree. All decisions of the arbitrator(s) shall be final, binding, and conclusive on all parties, subject to applicable rights of judicial review and/or appeal, and arbitration as provided herein shall constitute the only method of resolving disputes or matters subject to arbitration pursuant to this Agreement. Judgment may be entered upon the arbitrator’s final decision in accordance with applicable law in any court having jurisdiction thereof. This arbitration paragraph and all rulings or decisions of the arbitrator(s) as well as subpoenas authorized or issued by the arbitrator(s) shall be specifically enforceable in a court of law or by the arbitrator(s). The fees of the arbitration shall be shared equally between STORK and CLIENT.
18. Attorney’s Fees, Governing Law, Jurisdiction and Venue: This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Georgia. Subject to the compulsory arbitration provisions set forth in Section 17, any judicial proceedings brought against either STORK or CLIENT in connection with any dispute arising out of this Agreement or any matter related hereto shall be brought in a court of competent jurisdiction in and for Muscogee County, Georgia. STORK and CLIENT hereby consent to the exclusive jurisdiction of the aforesaid courts, waive any objection to venue therein and irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement. The prevailing party in any such proceeding shall be entitled to an award of its attorney’s fees, paralegal fees, costs and expenses incurred in such proceeding.
19. Confidentiality; Consent to Release: STORK acknowledges the confidential nature of the information provided by CLIENT and, if different from the CLIENT, the birth mother of the Child, in connection with this Agreement and STORK agrees to use its reasonable best efforts to maintain the confidentiality of the information except as required by law or as permitted by this Agreement. CLIENT and, if different, the birth mother of the Child hereby agree to the release of information with regard to such person or the Child and related to the services performed hereunder, to the hospital, laboratory or physician providing services to the CLIENT or, if different, the birth mother of the Child.
20. Multiple Births: In the event of multiple births, if CLIENT desires to engage STORK to process, cryopreserve and store the cord blood for each Child, the collection, processing and storage of cord blood for each such Child shall be subject to the terms and conditions of this Agreement.