Public Offer

Article 1 – Introduction

Article 2 - Terms and definitions

Article 3 - General Conditions

Article 4 - Order procedure. Reservation

Article 5 - Anonymous & Open ID Egg Donors

Article 6– Prices, Guarantees and payment terms

Article 7 - Delivery Terms. Dewars /Shipping Boxes. Faults and Deficiencies

Article 8 – Other Responsibilities

Article 9 - Confidentiality

Article 10 - Final provisions

Article 1 – Introduction

1.1.This Public Offer regulates all types of use of the site https://www.ovoria.com (hereinafter "the Site"), the terms of service under the Ovoria Trademark for the Client (hereinafter referred to as “CLIENT”), all information available on the Site, including the terms of the agreement on the use of services of the Site, and the service “Online Account” in particular (hereinafter - the Agreement, Public offer).

Article 2 -  Terms and definitions

2.1. "Online catalogue" - a system that provides information technology services to Clients, provides the opportunity to order, manage the list of services listed and available in the system, purchase goods / services of  Ovoria Trademark and other (hereinafter - Services), receive information about the history of orders, independently manage available services in the "Online Account", etc.
2.2. "Site" means a site hosted on the Internet at www.Ovoria.com that is owned and operated by Medicover, which contains information about available services, services and conditions of use, and other information.
2.3. "Client" - an individual person or clinic with full legal capacity, has accepted the Public Offer (Agreement) in accordance with its terms in order to place orders on the site https://www.ovoria.com.

2.4. "Online Account" - the Client part of the service software, which is designed to manage the Client service in order to order goods / services of Ovoria Trademark, available after authorization, identification and login to the service using a login and password.
2.5. "Registration" - the Client's actions to provide identification data that allow you to establish / confirm the fact of this person's conclusion of this Agreement and the use of a particular service and the performance of appropriate actions.
2.6. "Authorization" - the process of analysis of the service provided by the Client identification data, the results of which determine the presence of the Client's right to receive services of the Service.

Article 3 - General Conditions

3.1. The Client is obliged to carefully read this Agreement. Use of the Site and its services is allowed only to the person - the Client, who has accepted all the terms of this Public Offer, including the terms of confidentiality, protection of personal data, including the terms of use of the service " Online Account ", located at: https://www.ovoria.com and other requirements and rules provided on the Site. If you as a Client do not agree with the terms of the Agreement (in whole or in part), you as a Client are not granted the status and rights of the Client and you are prohibited from using the Site and / or its services, including but not limited to any information posted on the Site. and any services provided within the Site.

3.2. The Terms of the Agreement apply to all Clients of the Site - both to Clients who do not have an account on the Site (unregistered Client) and to Clients who have any account of any of the available types. An account means a set of information about the Client provided by him and authorization data (login, password).

3.3. The Client is not entitled to use the Site and / or its services, including the "Online Account" service, and may not accept the terms of the Agreement if he has not reached the statutory age when he has the right to enter into such agreements.

3.4. Access to personalized services of the Site, including the service "Online Account", is possible only for the registered Client (who created the account) and with the use of authorization data.

3.5. Ovoria acts according to the EU-Tissue Directive 2004/23/CE, 2006/17/EC. This means that it can deliver vitrified donor Oocytes to all EU countries as well as export outside the European Union.

Ovoria also complies with:

- Human Fertilisation and Embryology Authority setting standards (HFEA)

- Canadian Assisted Human Reproduction Act (AHRA)

 - Requirements of Red Latinoamericana de Reproducción Asistida (REDLARA)

- U.S. Food and Drug Administration regulations (FDA)

3.6. This Agreement stipulates the terms of the Client's order (hereinafter - the Order). The Order can consist of the following:

- Donor eggs hereinafter jointly and separately referred to as the “Oocytes”.

- Storage of the Client’s own eggs hereinafter jointly and separately referred to as the “Stored Oocytes”.

- Other products are hereinafter referred to as the “Product”.

- Embryo creation and retrieval of eggs for fertility preservation are referred to as “Service”

- Oocytes, Stored Oocytes, Products and Services are jointly referred to as the “Goods”.

3.7. The Client agrees that all communication with the Client will be in English, via e-mail. Ovoria is not responsible if the information, regardless of the reason, does not reach the Client. If the Client does not have an e-mail address, the Client may request that such information be sent by regular mail. Ovoria has the right to charge a standard postal service.

Article 4 – Order procedure. Reservation. 

4.1. In order to purchase Oocytes, reserve an Oocytes or to manage Stored Oocytes, the Clients must register on Online Account with Ovoria. The Client is responsible for constantly updating the registered contact information in the account. The username and password are the private information. The Client will protect the username and password in such way that no one but the Client will have access. If the Client provides the username and password to other persons or organizations, any actions with the Client's account are the responsibility of the Client, and the Client holds Ovoria harmless for any liability or additional costs arising out of or in any way relating to this Agreement as in accordance with the terms of waiver of claims and damages in this Agreement.

To register on our site, Client provides Ovoria with the following personal data information: name, last name, e-mail address, phone number, clinic treatment and country. Ovoria ensures that provided personal data is used only within connection with an order and in no case it is not transferred to third parties.

Ovoria provides strict adherence to all security standards to protect the personal data information posted on the website from any accidental or unauthorized access or disclosure.

4.2. When the Client submits an Order, Ovoria will send a confirmation of this Order. In case of changings to the Order, Ovoria will send a new confirmation. In such cases, the last confirmation will replace any previous confirmations.

4.3. Oocytes are reserved for the period ordered by the Client. Ovoria gives the possibility to book Oocytes for the period from 1 month till 5 years with the highest standards of cryoconservation.

There is no concrete number of Oocytes for reservation. It depends on the program, which was selected individually for Client, medical indications and preferences.

To calculate the number of Oocytes sets for ordering, Client should consider the following points:

- Type of the medical program

- Peculiarities of body and fertility experts’ recommendations

- Planned number of children

- If Client is over 35, it is recommended to increase the number of oocytes sets to improve the chances of getting pregnant

- The quantity of oocytes sets from the preferred donor available in Ovoria’s stock.

In the "Your booking" section of Online Account, the Clients can use such options as cancellation, prolongation of booking and reservation of additional Oocytes sets. Client can cancel the booking of whole order or a specific set.



Ovoria offers a flexible booking system:

Article 5 - Anonymous & Open ID Egg Donors

5.1. An anonymous donor is a donor whose personal information is hidden and should not be disclosed.

5.2. The donor's photo is not available in their profile. The donor does not get any information about the recipient or the cycle where her biological material is used.

When choosing the anonymous donor, the Client undertakes not to perform any actions to disclose the donor's personality and avoid contacting her.

The Client understands and accepts that the identity of an Anonymous donor will never be disclosed by Ovoria.

5.3. Open ID Egg Donors means that the donor gave her consent to the processing and sharing her identity data, i.e., full name, country, city and address, contact phone number and email address.

5.4. Identification information of the donor with a "non-anonymous" status is sent to the clinic or corresponding authority that regulates the importation of biological material for infertility treatment in the particular country.

5.5. The donor's personal information may be provided only upon a prior request of the offspring at the mature age (according to the legislation of the specific country) and in the presence of a document that confirms the biological connection of the particular donor and child.

Article 6 – Prices, Guarantees and payment terms

6.1. Prices for Clients are specified on Ovoria’s website https://www.ovoria.com/Ovoria Egg Donor Database/Donor profile. Ovoria reserves the right to change prices without notice. Prices are exclusive of any applicable value added taxes, sales taxes, or other city, county, state or federal taxes. 

6.2. Professional Clients (clinics, physicians or other centers or persons who act for commercial purposes): Payment terms are net 14 days after date of invoice).

Ovoria reserves the right to refuse credit and ask for prepayment.

Private Clients: Prepayment by credit/debit cards, bank transfers are accepted.

Private Clients for Stored Oocytes: Payment terms are net 14 (payment is due 14 days after date of invoice).

The Client pays the total invoiced amount for the Goods, transport, etc. when entering into this Agreement.

6.3. Delivered Goods remain the property of Ovoria until Ovoria receives full payment from the Client for the total price of the Goods, including but not limited to delivery, transportation and packaging.

Article 7 – Delivery Terms. Dewars /Shipping Boxes. Faults and Deficiencies

7.1. Orders will be delivered to the Client or the designated address DDP according to Incoterms 2010 rules. 

7.2. In the context of cooperation between the Parties, the Goods shall be transferred in the special thermally insulating containers – Dewar containers exclusively, which are returnable (hereinafter – “the Dewar”). The Dewar cost is 4,500.00 EUR/item.

7.3. The Client must return any Dewar and its shipping box without undue delay. The Client undertakes to return Ovoria the Dewars received as soon as possible and, in any case, no later than 2 (two) months from the date of their receipt from the Ovoria. If the Dewar and its shipping box have not been returned within the specified times, Client shall pay Ovoria 100.00 EURO per week thereafter until Ovoria receives the Dewar.

7.4. Dewars/shipping boxes shall remain the property of Ovoria.

7.5. Ovoria has the right to demand from the Client the full cost of the new Dewar and its shipping box if it is damaged or lost between delivery and acceptance for return.
Ovoria has the right to consolidate shipments if more Orders from different Clients have the same delivery address. All such Clients are jointly and severally liable for the return and cost of Dewars and its transport boxes. Shipping costs on consolidated shipments will not be split or refunded.

7.6. If the Goods are not delivered on time and if the delay is due to circumstances for which the Client bears the risk including delay from the carrier, Ovoria disclaims all responsibility and the Client loses the right to claim damages for delay. 

7.7. When the shipment is received from the carrier, the recipient has to check the Goods for any defects and deficiencies that may have occurred during transportation. If the Goods were damaged during transportation, the consignee must notify the carrier in writing of such damages during delivery and provide confirmation of this notification to Ovoria within 24 hours.

7.8. If the Goods have any defects that were not noticeable upon receipt of the Goods, the Client must notify Ovoria within 7 days after the Client found such defects and no later than 14 days after delivery. Otherwise, the Client loses the right to claim faults or defects.

7.9. Ovoria shall be only liable for damage to the Goods if the damage is caused by faults, defects or negligence caused by Ovoria.

Article 8 – Other Responsibilities

8.1. Ovoria does not guarantee that treatment with Oocytes or Stored Ococytes will result in pregnancy and whether the pregnancy will result in the birth of a healthy and viable child or children.

8.2. Ovoria is not responsible for any other circumstances, including, but not limited to, infertility treatment, unwanted pregnancy, multiple pregnancies, miscarriage, ectopic pregnancy, stillbirth, medication costs, transportation costs, accommodation, loss of income, loss of time and clientele, or the resulting costs or other direct or indirect losses or costs that may result from delays, malfunctions or deficiencies, regardless of whether the error is responsible for it or not. This also includes circumstances caused by force majeure or other circumstances not affected by the error, such as strikes, transport difficulties, detentions, goods stored at customs, confiscation, war, military conflicts or civil unrest, vandalism, terrorism, radioactivity or natural disasters.

8.3. Ovoria disclaims all responsibility for any damage, which may be the result of transmitted diseases or unwanted or unknown hereditary conditions contained in the Oocytes or Stored Oocytes. 

Article 9 - Confidentiality

9.1. The Parties agreed that the text of the Agreement, any materials, documents, information and data related to the Agreement provided by one Party to the other, regardless of the means of transmission and form (including, but not limited to, diagnostic findings, Patient data, personal medical information of any third Party, Material samples, data, measurements, methods, etc.), are confidential and may not be released to third parties without the prior written consent of the other Party to the Agreement, unless such transmission is related to obtaining official permits, documents required for the execution of the Agreement or payment of taxes, other mandatory payments , as well as in cases stipulated by the current legislation governing the obligations of the Parties to the Agreement.

9.2. The Agreement also defines confidential information about works, methods, research, knowledge, ideas and materials related to the activities of the Parties, as well as other information that has become known to one Party about the other Party and about the ways of implementation of this cooperation in the execution of the provisions of the Agreement.

9.3. Ovoria along with the Client, for five (5) years from the date of receipt of any confidential information, undertakes:

- To protect and strictly observe confidentiality and apply the same protection as applied to their particular equivalent personal information

- To disclose confidential information only to their employees who have a clear need to know confidential information, and to ensure the employees are informed and adhere to the confidentiality duties.

- To not disclose confidential information to any third party without the prior written consent of the Providing Party for such a disclosure; such a consent may be subject to a private agreement between the Providing Party and the third party.

- To not copy or recreate confidential information, in whole or in part, except in cases provided by the Parties in attachments.

- The Receiving Party guarantees that during unlimited period of time confidential information will not be trasnmitted or disclosed in any way outside the country to which such information was meant, without obtaining prior written permission from the Party Providing the confidential information.

9.4. The Receiving Party undertakes, at the first request of the Providing Party, to hand back or destroy the confidential information received in any material form from the Providing Party, and not to store copies or doubles of confidential information in any form.

9.5. The Receiving Party shall have no obligation to the confidentiality of information:

- Which is or became subsequently legally and publicly available without violating the provisions hereof.

- Which was lawfully in the possession of or was known to the Receiving Party and can be confirmed by the internal documents of the Receiving Party.

- Which was legally obtained by the Receiving Party from a third Party, without any obligations of confidentiality.

- Which has been disclosed by the Receiving Party with the prior written consent of the Providing Party.

- Which must be disclosed by the requirements of the relevant legislation or findings of the court, or relevant authority.

Article 10 - Final provisions

10.1. Medicover reserves the right to make changes to this Agreement at any time. All changes to the Agreement will be available in the form of a new version of the Agreement, at https://www.ovoria.com/.  All amendments to the Agreement shall enter into force upon their publication. By ordering services and using the services of the Site, the Client confirms agreement with the new terms of the Agreement in the version in force at the time of ordering services by the Client.

10.2. Medicover shall not be liable for any damage or loss suffered by Client or third parties as a result of misunderstanding of the terms of this Agreement, instructions or instructions on how to use the Site and / or its services.

10.3. The Client grants Ovoria the right to send him e-mails, SMS messages containing information about the Site, available services or advertising information.

10.4. This Agreement does not transfer to the Client any property rights to any Medicover intellectual property or third parties, and all proprietary rights in respect of such property remain solely with Medicover.

10.5. The Client is prohibited from any use for commercial purposes of any information and intellectual property objects posted on the Site without the written permission of the relevant right holder.

10.6. Medicover has the right to terminate the Agreement if the Client violates its terms.

10.7. The Client guarantees that all the terms of this Agreement are clear to him and accepts them without any reservations and in full.
10.8. The Client guarantees that he will not use the services of the Site for purposes other than those specified in the Offer and on the site of the Service.
10.9. This agreement comes into force from the moment of authorization (registration) by the Client on the Site and extends for an indefinite period or until it is changed by Medicover.