PART IX
DISCLAIMERS, RELEASE AND INDEMNIFCATION
1. SCO cannot guarantee, and makes no representations or warranties:
- a) that I/we will find a suitable Surrogate, and I/we recognize that the Surrogate makes the final decision as to which intended parent(s) she would like to move forward with;
- b) that the Surrogate will ultimately choose me/us to move forward with, as there may be other intended parents contacting the same Surrogate we are in contact with;
- c) that the Surrogate will comply with or honor the terms and conditions of her Surrogacy Agreement with me/us, although SCO will encourage the Surrogate to do so;
- d)
- i) that a Surrogate will conceive a child as a result of the embryo transfer, or
- ii) that if she does so conceive, the child will be mentally and physically healthy and/or free of birth or congenital defects or abnormalities,
and the Intended Parent(s) release SCO, its employees and representatives, and hold SCO, its employees and representatives harmless with respect thereto;
2. SCO makes no representations, warranties or guarantees regarding the potential Surrogate and the surrogacy process and I/we understand and agree that SCO cannot predict or control the Surrogate and her spouse/partner. Furthermore, I/we acknowledge that SCO, its employees and representatives do not have the authority or ability to predict or control my/our actions, conduct, negligence, or my/our failures to act, nor the authority or ability to predict or control the actions, conduct, negligence, or failure to act of the Surrogate and/or her spouse/partner, and we release SCO, its employees and representatives, and hold SCO, its employees and representatives harmless with respect thereto.
3. SCO is not responsible for:
- a) any medical costs incurred by me/us for medical testing and other expenses we incur on behalf of the Surrogate, and I/we indemnify SCO completely with respect thereto;
- b) any costs for counselling and/or psychological testing and other expenses we incur on behalf of the Surrogate, and I/we indemnify SCO completely with respect thereto.
4. SCO is not acting, and shall not, at any time act:
- a) in a medical capacity, and makes no representations or warranties with respect to the physical, emotional or psychological health of the Surrogate at any point during the Surrogacy process, including without limitation at the point of the embryo transfer, during the pregnancy and at the time of birth;
- b) in a legal capacity, and cannot offer advice on legal issues or implications which may arise or occur as a result of the surrogacy arrangement and procedure, and/or as a result of the Surrogacy Agreement.
5. SCO shall not be liable for the performance of any actions or omissions of any third parties (other agencies, clinics, lawyers, doctors, etc.).
6. SCO cannot guarantee that any Surrogacy Agreement, or portion of it, or this Agreement, or portion of it, may or will be enforced by a court or tribunal of competent jurisdiction.
7. I/We hereby release and discharge SCO, its employees and representatives from all liability and all manners of action, suits, causes of actions, proceedings, debts, claims, and demands whatsoever in law or equity resulting from my/our decision to engage in surrogacy and any adverse consequences or damages that may result from my/our involvement with the surrogacy process.
8. I/We hereby agree to indemnify, and hold harmless SCO, its employees and representatives against liability as well as against loss, and for any and all costs I/we incur or have incurred defending any complaints, actions or claims as directly or indirectly related to the services I/we received from SCO.
PART X
GENERAL PROVISIONS
1. There are no representations, collateral agreements, warranties or conditions affecting this Agreement or the Release/Indemnification set out at Schedule ‘B’ hereto, which is contained with the online Intended Parent Application I/we have already submitted. There are no implied agreements arising from this Agreement, and this Agreement between the Parties, together with the provisions of Schedule ‘B’ attached, constitute the complete understanding and agreement between SCO and the Intended Parent(s).
2. The Intended Parent(s) and SCO acknowledge that they fully understand this Agreement and that they are signing it freely, without coercion. The Intended Parent(s) confirm that they have either obtained, or had the opportunity to obtain, independent legal advice regarding this Agreement.
3. No supplement, revision, amendment or modification of this Agreement will be binding unless signed and dated by all Parties to this Agreement.
4. In the event Sally Rhoads-Heinrich cannot, due to health, infirmity or other matters beyond her control (such as weather incident or pandemic) perform the obligations of Surrogacy in Canada Online as set out in this Consulting Agreement, then:
- i) I/we will be notified by her chosen agent; and
- ii) I/we will be issued a refund or credit based on a reasonably accurate percentage of services rendered; and/or
- iii) I will not owe further monies unless the service has already been provided.
5. This Agreement will be governed by, subject to, and construed in accordance with the laws of the Province of Ontario and the laws of Canada as applicable.
SCHEDULE “B”
RELEASE AND INDEMNIFICATION
1. It is my/our desire to enter into a surrogacy arrangement with a surrogate and her spouse/partner in an attempt to become parents (or parent).
2. Surrogacy in Canada Online did not coerce, induce or unduly influence my/our decision to apply to be an intended parent.
3. Surrogacy in Canada Online is not party to any agreement that I/we may enter into with a surrogate.
4. Surrogacy in Canada Online makes no representations, warranties or guarantees regarding the potential surrogate and the surrogacy process and I/we understand and agree that they cannot predict or control the surrogate and her spouse/partner or how a court may interpret or enforce any surrogacy agreement I/we may enter into with a surrogate and her spouse/partner. Furthermore, I/we acknowledge that Surrogacy in Canada Online, their employees and representatives do not have the authority or ability to predict or control my/our actions, conduct, negligence, or my/our failures to act nor the authority or ability to predict or control the actions, conduct, negligence, or failure to act of the surrogate mother and/or her spouse/partner.
5. Surrogacy in Canada Online will ensure my/our application and the information I/we provided with it to be kept strictly confidential unless I/we have given expressed permission for it to be shared with a potential surrogate or surrogacy professional (IVF clinic/doctor/lawyer/psychologist/social worker).
6. I/We hereby release and discharge Surrogacy in Canada Online, their employees and representatives from all liability and all manners of action, suits, causes of actions, proceedings, debts, claims, an demands whatsoever in law or equity resulting from my/our decision to engage in surrogacy and any adverse consequences or damages that may result from my/our involvement with the surrogacy process.
7. I/We hereby agree to indemnify, and hold harmless Surrogacy in Canada Online, their employees and representatives against liability as well as against loss, and for any and all costs incurred defending any complaints, actions or claims as directly related to the services I/we received.
8. I/We have had the opportunity to consult with legal counsel regarding this Release and Indemnification and have done so or have decided on our own accord not to consult with legal counsel.
9. I/We understand that Surrogacy in Canada Online services do not guarantee a match with a potential surrogate and/or the live birth of a child.
10. I/We agree to inform Surrogacy in Canada Online if, at any time during my/our membership, I/we no longer wish to (or unable to) proceed with a surrogacy arrangement. As well I/we agree to inform Surrogacy in Canada Online if I/we during my/our membership have found an independent match or match through another surrogacy consultant/organization.
11. I/We understand that in order to gain access to the members section of Surrogacy in Canada Online, my/our contact information is required and that both my email and the IP address will be recorded by Surrogacy in Canada Online.
12. I/We hereby certify that I am requesting access to the members section solely for the purpose of looking at prospective surrogates. All other purposes are unauthorized. I further acknowledge that to protect the privacy of all participants in Surrogacy in Canada Online program, both my email and IP address will be used to pursue legal action against me/us for attempting to gain access to this program for any other purposes.
13. I/We agree to maintain a level of respect and courtesy to all Surrogacy in Canada Online staff and members. Failure to do so will result in my/our immediate removal as members of Surrogacy in Canada Online.
14. I/We understand THERE ARE NO REFUNDS FOR THESE SERVICES. This includes if at any time during the membership Intended Parent(s) decide for any reason to not continue with SCO services.