Referral Program Terms and Conditions

Last Updated: November 20, 2023

EggCo, Inc. ("Cofertility”, “we” or “our”) offers individuals (“Referrer” or “You”) the opportunity to participate in its referral program (the “Program”), subject to these Program Terms and Conditions (the “Terms”). We reserve the right to amend or terminate the Program at any time, for any reason. By participating in the Program, You are bound by these Terms. If you do not agree with them, you may not participate in the Program. You also may not be eligible or otherwise able to participate in the Program where doing so would be prohibited by any applicable law. We reserve the right to disqualify any Referrers from participation in the Program at any time at our sole discretion, including for failure to comply with these Terms or applicable law. No part of the Program is directed to persons under the age of 18. If you are under 18 years of age, you may not use, access or participate in the Program at any time or in any manner. The Program is void where prohibited by law. Unless otherwise indicated, these Terms apply to both our “Freeze by Co” and “Family by Co” platforms.

1. Program Details.

a. Cofertility is a human-first fertility ecosystem rewriting the egg freezing and egg donation experience. With our Freeze by Co platform, women can freeze their eggs for free when they donate half of the retrieved eggs to a family who can’t otherwise conceive. Our Family by Co platform serves as a more transparent, ethical egg donor matching platform. We are obsessed with improving the family-building journey — today or in the future — and are in an endless pursuit to make these experiences more positive.
b. You can earn Rewards through the Program. We reserve the right to determine the amount and frequency of all promotional incentives, including the right to change, suspend or terminate the Program at any time.
c. To participate in the Program, visit www.cofertility.com/family-referral or www.cofertility.com/freeze-referral for all applicable requirements to refer individuals to the Program (each, a “Referred Individual”). No previous purchase with us is required in order to make any referrals. Referrers may not refer themselves.
d. Subject to compliance with these Terms, a Referrer may receive Rewards for every Qualified Referral (both “Rewards” and “Qualified Referral” as defined below).
e. By participating in the Program, Referrer represents that he or she has the prior consent of the Referred Individual to provide Cofertility with such Referred Individual’s contact information.

2. Criteria for Qualified Referrals. 

The conditions set forth below must be met for a Referred Individual to be considered a Qualified Referral. The Qualified Referral:
a. Has not previously been a Cofertility customer, or previously communicated with Cofertility as a potential customer under any email address or alias;
b. Is a legal resident of the U.S.A. and is at least 18 years old;
c. Is referred to Company by Referrer after the date set forth above; and
d. Must be referred to us by Referrer through our then-current referral form (currently located at www.cofertility.com/family-referral or www.cofertility.com/freeze-referral) by or before the time that the Referred Individual completes our applicable onboarding form. No referrals submitted in any other manner will be recognized or otherwise accepted (e.g., verbal reporting and post factum reporting will not be accepted).

3. Earning Rewards.

a. Referrer will receive 1 reward (each, a “Reward”) in the form and value determined by Cofertility for each verified Qualified Referral generated by Referrer. Reward amounts, frequency, and forms shall reflect the information set forth on www.cofertility.com/family-referral or www.cofertility.com/freeze-referral at the time of the referral. Upon meeting qualification standards, Rewards are processed at the end of each month and Referrer will receive a notification of the processing of the applicable Reward within 31 days of a Qualified Individual’s confirmed match for Cofertility’s services.
2. We reserve the right to limit the amount of referrals that may be submitted by any particular Referrer at any time in our discretion.
3. Rewards may be redeemed in various forms at our sole discretion, and restrictions may apply. For example, if the 4. Reward is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer's terms and conditions.
5. Rewards above $600 in value are taxable. All tax obligations are Referrer’s responsibility including, without limitation, reporting and payment. If Referrer earns Rewards above $600 in value, Cofertility will issue the Referrer a 1099.
6. Qualified Referrals may also be entitled to separate rewards as determined by Cofertility at its discretion. 

4. Verified Qualified Referrals. 

a. Rewards are subject to verification. We may delay a Reward for the purposes of investigation. We may also refuse to verify and/or process any transaction we deem, at our sole discretion, to be fraudulent, suspicious, in violation of these Terms, or if we believe it will expose Cofertility to potential liability, our affiliates or any of our or their respective officers, directors, employees, representatives or agents. All of our decisions are final and binding, including decisions as to whether a Qualified Referral or Reward is verified.
b. Rewards have no monetary value and may not be redeemed for cash, they are not transferable and may not be auctioned, traded, bartered or sold. Upon termination of the Program or any portion thereof for any reason, any un-redeemed Rewards that have not yet been delivered to Referrer are forfeited.

5. Privacy. Referrers may in their sole discretion participate in the Program in order to refer Referred Individuals to us as potential new Cofertility customers. To do this, Referrers will need to submit personal information about themselves and such Referred Individuals, including name and e-mail address, so that we can send communications to such Referred Individuals on the applicable Referrer’s behalf. Such personal information will be collected, processed and used in accordance with our Privacy Policy, which can be found at https://www.cofertility.com/privacy-policy (the “Privacy Policy”). Referrers acknowledge and agree that, in addition to the initial communications to Referred Individuals, we may also use the personal information to send Referred Individuals additional follow-up communications on behalf of the applicable Referrer as an encouragement or reminder to complete a purchase. The personal information may also be used by Company to contact the applicable Referrer with regards to their participation in the Program and to send them additional communications. Referrers and Referred Individuals can unsubscribe from such communications (except those that are transactional in nature) by following the instructions included in the applicable Cofertility communication. Please note that Referred Individuals have the right to know who referred them to the Program, and we may at our discretion share your name with the Referred Individual(s) whom you referred.

6. Content Ownership and Use.
a. Cofertility Content. Our online platform and the Program contain various content that may include designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). As between Referrer and Cofertility, all Content is the property of Cofertility or its licensors and is protected under intellectual property and other laws.
b. Our License to You. Subject to these Terms, we authorize You to access and use Cofertility’s online platform, the Program, and the Content solely for your personal, noncommercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate intellectual property and applicable communications laws and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.
c. Trademarks. The registered or unregistered logos, product and service names contained in Cofertility’s online platform and the Program are trademarks of Cofertility or its licensors (the "Marks"). You will not display or use in any manner the Marks except as authorized by Cofertility in advance or as solely enabled by any link provided by Cofertility.

7. Indemnification. Referrer agrees to defend, indemnify, release and hold harmless Cofertility and its affiliates, together with its and their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the "Released Parties") from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Referrer’s participation in the Program.

8. DISCLAIMER. REFERRER EXPRESSLY UNDERSTANDS AND AGREES THAT USE OF THE PROGRAM IS AT REFERRER’S SOLE RISK. THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND COFERTILITY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. COFERTILITY MAKES AND GIVES NO WARRANTY THAT (A) THE PROGRAM WILL MEET REFERRER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (B) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY REFERRER THROUGH THE PROGRAM WILL MEET REFERRER’S EXPECTATIONS, OR (D) ANY ERRORS IN THE PROGRAM WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT REFERRER’S OWN DISCRETION AND RISK, AND REFERRER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

9. LIMITATION OF LIABILITY. REFERRER EXPRESSLY UNDERSTANDS AND AGREES THAT NO RELEASED PARTIES SHALL BE LIABLE TO REFERRER OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH RELEASED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE PROGRAM, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM, (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF REFERRER’S TRANSMISSIONS OR DATA, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM, OR (E) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO REFERRER. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) WILL NOT EXCEED USD$100.00.

10. Additional Exclusions. The Released Parties shall not be responsible or otherwise liable for any of the following (a) computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors, (b) data corruption, theft, destruction, unauthorized access to or alteration of submitted information, (c) any printing, typographical, administrative or technological errors in any websites or materials associated with the Program, (d) claims, demands, and damages in disputes among Referrers or between Referrers and Referred Individuals, (e) any other injuries, losses or damages of any kind resulting from acceptance, possession or use of a Reward, or from participation in the Program, that were not reasonably foreseeable to any Released Party at the relevant time or (f) damage to any computer system resulting from participating in or accessing or downloading information in connection with the Program. Cofertility reserves the right, at its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond its control corrupt the administration, security or proper operation of the Program.

11. Prohibited Activities. 

a. Cancelation or Suspension. We reserve the right to cancel or suspend the Program should we determine, at our sole discretion, that the administration, security or fairness of the Program has been compromised in any way. If a solution cannot be found to restore the integrity of the Program after the occurrence of any Prohibited Conduct (as defined below), we reserve the right to cancel, change, or suspend the Program.

b. “Prohibited Conduct” includes Referrer’s acts or omissions that (i) violate applicable laws, rules or regulations, (ii infringe the intellectual property rights of Cofertility or any third party, (iii) stalk, harass, or harm another individual, (iv) impersonate any person or otherwise misrepresentation of Referrer's own identity, (v) interfere with, disrupt or violate these Terms or servers or networks connected to the Program, or the violation of any requirements, procedures, policies, or regulations of such networks, (vi) interfere with the use of the Program by any other parties, (vii) attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program, (viii) transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features, (ix) conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others or (x) attempt to resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.

c. Bulk Distribution. (i) If Referrer provides a link to a Referred Individual by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. (ii) We have a zero-tolerance spam policy, and bulk referrals, distribution to strangers, or any other promotion of a Program in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" at our sole discretion are expressly prohibited and may be grounds for immediate termination of Referrer's participation in the Program. (iii) We have no obligation to monitor the content provided by Referrers; however, we may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program. (iv) Referrer agrees to comply with all applicable laws, rules and regulations when participating in the Program, including when referring Referred Individuals, including, without limitation, applicable anti-spam laws.

d. Fraudulent and Suspicious Behavior. (i) We may prohibit Referrer from participating in the Program or receiving a Reward at our sole discretion if we determine that Referrer is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way. (ii) Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate is strictly prohibited and will result in disqualification. (iii) Referrer may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Reward. (iv) We reserve the right to disqualify any Referrer and/or cancel any Reward if we find Referrer to be tampering with the entry process or the operation of the Program or violating these Terms in any way. (v) Referrer may not imply (directly or indirectly) that they are affiliated with, or that they otherwise have a business or similar relationship with, Company except as specifically governed by these Terms. (vi) ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

12. Feedback. Company welcomes and encourages feedback, comments and suggestions for improvements to its products and services as well as the Program (collectively, “Feedback”). You acknowledge and agree that if you submit any Feedback to Company (through any communication channel), you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

13. Dispute Resolution and Arbitration Agreement. 
a. Arbitration Generally. The parties agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Program will be determined by binding arbitration rather than in courts of general jurisdiction. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that the parties are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive termination of these Terms and/or the termination of your participation in the Program.
b. Process. If you choose to seek arbitration, you must first send us a written notice of your claim (“Notice”). The Notice should be addressed to: EggCo, Inc. (d/b/a Cofertility), 325 N. Larchmont Blvd #329, Los Angeles, CA 90004. If We elect to seek arbitration, we will send, by certified mail, a written Notice to your address on file. Whether a Notice is sent by You or Company, it must (i) describe the nature and basis of the claim or dispute, and (ii) set forth the specific amount of damages or other relief sought. Each of us agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and we therefore agree that, after a Notice is sent but before anyone commences arbitration, we will personally meet, by phone or videoconference, in a good-faith effort to try to resolve things informally. If we are unable to reach resolution within 60 days after the Notice is received and we’ve both made good faith efforts to resolve it, you or we may commence an arbitration proceeding by filing a Demand for Arbitration. You can download or copy a form of notice and form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules (available at www.adr.org or by calling 1-800-778-7879), except as modified by these Terms.
c. Unless we and you agree otherwise, any arbitration hearings will take place via video conference. The arbitrator will be either (i) a retired judge or (ii) an attorney licensed to practice law in Delaware or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (1) the AAA will send a list of five candidates meeting this criteria; (2) if the parties cannot agree on an arbitrator from the list, each party will return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining in order of preference; (3) the AAA will appoint the candidate with the highest aggregate ranking; and (4) if for any reason the appointment cannot be made based on this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by these Terms. Except as otherwise provided below, all issues are for the arbitrator to decide, including scope and enforceability of this arbitration provision. An administrative conference with the AAA will be conducted in each arbitration proceeding, and you and a Company representative will need to appear at the administrative conference via telephone. If you fail to appear, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award will be binding only among the parties and have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment may be entered in any court having jurisdiction. This agreement to arbitrate will not preclude any party to the arbitration from seeking injunctions or other equitable relief in aid of arbitration from a court of appropriate jurisdiction, including whether a Demand for Arbitration is filed in violation of this Agreement. Except as provided above, the arbitrator will determine all issues of liability on the merits of any claim and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that claim. To the extent you or we prevail and seek public injunctive relief (that is, relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court as specified above and not in arbitration. The parties agree that litigation of any issues of public injunctive relief will be stayed pending the outcome of the merits of any individual claims in arbitration. Before a court issues public injunctive relief, it will review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided such modification does not increase the AAA fees to you or us, and you and we waive any objection to such fee modification. WITHOUT LIMITING THE FOREGOING, BOTH YOU AND WE HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR OUR PRIVACY POLICY, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION, OR ENFORCEMENT THEREOF, AND/OR PERFORMANCE OF OUR SERVICES. BOTH YOU AND WE AGREE THAT ANY SUCH LITIGATION, SUIT, OR OTHER PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14. General. These Terms constitute the entire agreement between Referrer and Company concerning the Program. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, Cofertility and Referrer nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these Terms shall remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. A person who is not a party to these Terms shall have no right to enforce or receive the benefit of any of these Terms. We will not be liable to Referrer for failure to supply any Reward or any part thereof, by reason of any acts of God, any action, regulation, order or request by any governmental or quasi governmental entity, equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, pandemic, epidemic, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond our control.