Terms & Conditions

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EFFECTIVE DATE: 5/13/2022

 

This agreement (“Agreement”), effective on the date above, serves as a mutual understanding between Free to FeedTM, a Delaware Corporation (“Free to Feed”), the infant formula or human milk donor (“Donor”), and the infant formula or human milk recipient (“Recipient”), collectively (“the Parties”).  Free to Feed is providing charitable use of its technology platform and existing United Parcel Service (“UPS”) shipping relationship to assist families in the food allergy community who are experiencing a time of crisis due to the formula shortage in the United States. This agreement covers the collection, storage, and transfer of donor human milk and infant formula and is subject to the terms and conditions herein.

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SCREENING OR TESTING:

Given the information above, Donor and Recipient agree that Free to Feed will NOT:

• Screen referred donors using Human Milk Banking Association of North America Guidelines or otherwise screen or test the donated human milk in any way.

• Pasteurize, process, or distribute the donated human milk or infant formula.

• Screen or test the donated human milk or infant formula for the presence of any allergen(s) or verify in any way that the donor who provided such donated human milk maintained a diet free from any allergen(s).

• Screen or test the donated human milk or infant formula for the presence of any medication(s) or verify in any way that the donor who provided such donated human breast milk maintained a diet free from any medication(s).

• Screen or verify that the donated human milk or formula is not expired or spoiled.

• Screen or verify that donated infant formula is not currently under recall or is otherwise safe to consumer by infants.

 

TRANSPORT:

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PACKING: The Parties agree that it will be the responsibility of the Donor to ship the infant formula to the Recipient using the address and personal information mutually agreed upon between the Donor and Recipient. It will be the Donor’s sole responsibility to ensure that the human milk is properly packed with dry ice or ice packs and that any human milk or infant formula is properly packed to reduce the possibility of damage during transit. Donor and Recipient agree that this is a charitable transaction and that none of the Parties are responsible for any loss, damage, or spoilage of any human milk or infant formula that is packed and shipped pursuant to this agreement. Further, all Parties agree that in the event of any loss, damage, or spoilage of any transported human milk or infant formula that the Donor will not be responsible to the Recipient for any charges incurred in procuring shipment, human milk, or infant formula pursuant to this agreement.

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SHIPPING: Free to Feed will provide access to its shipping account with UPS to facilitate shipment of the donated human milk or infant formula from the Donor to the Recipient at the Recipient’s request. If Recipient uses Free to Feed’s UPS account for shipping, Free to Feed will issue an invoice to Recipient for the shipping cost incurred in shipping the donated human milk or infant formula from Donor to Recipient. Recipient agrees to pay the shipping charges invoiced per the payment terms listed on the invoice provided to Recipient by Free to Feed. Recipient hereby agrees that failure to abide by the payment terms listed on the invoice will lead to collection efforts by Free to Feed that may affect Recipient’s credit score.

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COMPENSATION:

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FREE TO FEED: The Parties recognize that Free to Feed will not be paid financially for these services. Free to Feed will only receive reimbursement for any shipping charges incurred by the Recipient using Free to Feed’s UPS account.

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DONOR AND RECIPIENT: Donor may charge Recipient an amount equal to the purchase price paid for the infant formula. Donor must be able to provide proof of purchase to the Recipient, if requested. Donor may charge Recipient an amount equal to the price paid for the bags used to store the donated human milk. Donor must be able to provide proof of purchase to the Recipient, if requested. The Donor and Recipient are fully responsible for negotiating the purchase and sale process. Free to Feed is solely providing the technology platform to facilitate communication between Donor and Recipient. Donor and Recipient agree that Free to Feed will not be held liable for any Recipient’s failure to pay or any Donor’s failure to ship the agreed upon products. In the event of any conflict regarding packing, shipping, or payment, Donor and Recipient agree that such conflict is to be managed between Donor and Recipient. Free to Feed is not vetting or screening Donors or Recipients in any way and is not responsible for relationship breakdowns, financial conflicts, or any order-related problems. ANY ISSUE RELATED TO ORDERS IS TO BE HANDLED BETWEEN THE DONOR AND THE RECIPIENT. FREE TO FEED IS NOT HANDLING ANY QUESTIONS, CONCERNS, OR GRIEVANCES RELATED TO DONATED HUMAN MILK OR INFANT FORMULA AND IS NOT LIABLE FOR ANY ISSUES THAT MAY ARISE BETWEEN DONOR AND RECIPIENT REGARDING ANY ASPECT OF DONATION.

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CONFIDENTIALITY:

In recognition of this agreement, Free to Feed will comply with any and all applicable federal and state regulations regarding confidentiality. Donor and Recipient agree to maintain each other’s personal information confidential. Given that this is a charitable venture, volunteers may be tasked with coordinating Donor and Recipient matches and assisting with shipping. Such volunteers have separately signed non-disclosure agreements and have agreed to maintain Recipient and Donor information confidential. Any information regarding medications being taken by a Donor who is donating human milk will be communicated privately between Donor and Recipient. Free to Feed will not have access to any personal medical information of any Donor or Recipient.

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INDEMNIFICATION:

Each Party (the Indemnitor) will indemnify, defend and hold harmless the other party and its officers, directors, employees, and agents (jointly and severally, the Indemnitees) from and against all losses asserted directly or indirectly by any other person for any actual or alleged: (a) infringement of any trademark, patent, copyright, right of privacy, publicity, names or likeness, or any other Intellectual property right of that other person by the Indemnitor or any goods or services provided by the Indemnitor; (b) defect in the good and service is provided by the Indemnitor except as set forth below; (c) negligent act or omission by the Indemnitor; (d) breach of any representation; (e) Intentional misconduct by the Indemnitor and (f) violation of any applicable law by the Indemnitor; in each case, whether arising from or in connection with a demand, action, regulatory law, lawsuit, proceeding, judgment, settlement, appeal or other post judgment proceeding and whether asserted in contract, tort, strict liability or otherwise. The parties agree that Free to Feed is providing access to its technology platform on a charitable basis. As such, Free to Feed makes no warranty of any kind and expressly disclaims any implied warranties of merchantability or fitness of purpose. Donor and Recipient agree to indemnify and hold Free to Feed harmless, including its officers, directors, agents and employees against all liability, claims, damages, suits, demands, expenses and costs of every kind arising out of or in consequence of the participation in this Agreement. With respect to all work, duties and obligations hereunder, it is mutually understood that Free to Feed and all staff performing services do so as charitable volunteers and not as employees, agents, borrowed servants, joint ventures or partners of or with Free to Feed.

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ASSIGNMENT:

No party shall assign this Agreement in whole or in part.

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NOTICES:

All notices pursuant to this Agreement shall be in writing and shall be given by depositing said notices in the United States mail, certified, return receipt requested addressed to the parties at the addresses set forth in this section or to such other address as may hereinafter be specified by any party or parties.

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Free to Feed
9 Laboratory Drive
Durham, NC 27709

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SEVERABILITY:

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all negotiations, prior discussions, agreements or understandings, whether written or oral, with respect to the subject matter hereof. If any of the provisions to this Agreement shall be declared invalid or unenforceable under applicable law, said provisions shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting any remaining portions of the Agreement

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AMENDMENT:

This agreement may be amended only upon a writing signed by both parties.

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GOVERNANCE:

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without respect to its conflicts of laws rules and venue for any suit hereunder shall be in the City and County of Dover, Delaware.