Terms and Conditions
General Terms and Conditions of Sale
Effective for sales that occur on or after 1 January 2020
Last Update: May 19, 2020 / V1.0
Introduction and Acceptance
Welcome to www.eXciteOSA.com or to the eXciteOSAApp, owned and operated by Signifier Medical Technologies, a company formed under the laws of England and Wales with domicile in London, United Kingdom, and its subsidiary Signifier Medical Technologies, Inc., a Delaware corporation (collectively “Signifier” or “we”). Signifier does business with customers (“Customers”) under these General Terms and Conditions of Sale (“Terms”). These Terms supersede those contained in any Customer purchase order, request for quotation, acceptance or other purchasing documents concerning any Signifier services or product(s) (“Product(s)”) which are inconsistent with, different from, or in addition to these Terms.
These Terms are available to download and are subject to change without notice.
YOUR USE OF THE SITE AND THE PRODUCTS CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THE AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE SITE OR THE DEVICE.
Each Product available for purchase consists of different components. The following terms apply to each component.
Product purchases made through the Site are intended for end users only, and are not authorized for resale. Signifier reserves the right not to accept your order in its sole discretion.
Return and Refund Policy
Orders must be in writing, via the Signifier online store or sent via electronic data interchange. Signifier may also choose to accept orders by phone. Customer purchase orders for Products are subject to acceptance by Signifier. Any statement in a Customer purchase order or other document not expressly approved or acknowledged in writing by Signifier is not included in the agreement between the parties.
All sales orders will be subject to Product availability. Title to the Products and risk of loss will pass to you upon Signifier’s delivery of the Products to the carrier.
14 days Money-Back Guarantee
Products provide you with a limited 14-days guarantee of your money back if you do not get results using the Products, subject to the following conditions:
- You are the original purchaser of the Device;
- Signifier has received your returned Device in accordance with its routine return policy; and
- You have used the Device regularly. We require that you used your Device an average of 80% of the days
Pricing and Payment
Any prices listed from Signifier are in the currency as stated and do not include any shipping and handling charges or applicable taxes and may change at any time. Signifier can withdraw Products from the Site at any time and for any reason.
We accept the payment methods indicated on the Site. You must provide current, complete and accurate billing and payment information. In certain instances, the issuer of your credit card or your payment provider may charge you a transaction fee or related charges, which you will be responsible to pay. We do not accept any payment method not indicated, including without limitations cash, check, money orders, ACH, debit cards or bank wires, unless you have prior written authorization from Signifier to use such a payment method. You shall be responsible for all applicable taxes that arise in any jurisdiction, including without limitation, value added, consumption, sales or other taxes, fees, duties, or charges imposed on the sale of the Products (collectively, “Taxes”). You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance.
The countries where Products are available for sale are indicated on the Site. Signifier reserves the right to cancel any orders at any time in its sole discretion. In case of such a cancellation by Signifier, Signifier will not charge your credit card or other payment method, as long as the Products are not delivered to you as of the time of the cancellation.
Discount codes cannot be combined. Limit one per customer.
Payment must be made to the Signifier invoice address. Signifier’s invoice is past due if not fully paid within stated payment terms. If Customer fails to timely pay an invoice, then, in addition to any other remedies allowed by law, Customer will pay Signifier an additional monthly finance charge for each month that any portion of the invoice remains unpaid, the lesser of (a) one and one-half percent (1.5%) or (b) the maximum monthly interest rate allowed by law.
Customer also agrees to pay Signifier’s reasonable expenses of collection, including but not limited to attorneys’ fees, experts’ fees, and court costs.
Changes and cancellations:
Customer shall be provided with a confidential Signifier global price list. Signifier may change prices on any Product at any time without prior notice, except for orders which have been accepted by Signifier before the change. Signifier may change prices for Products included in an accepted order by giving Customer prior notice. Customer may, as its sole remedy, cancel a pending order, to the extent not fulfilled, by giving Signifier written notice within ten (10) days of a price change notice. Customer requests for order changes and cancellations may be cancelled at Signifier’s discretion. Signifier reserves the right to charge a restocking fee if the order has already been processed.
Requests for specific shipping dates will be reasonably honoured subject to existing circumstances. Regardless of the date of actual shipment, Customer will not be excused from its obligation to pay for Products when shipped. Signifier may choose to ship from any of its warehouses. Signifier will choose the carrier. Signifier may make partial shipments. Delay in shipment or delivery of any particular instalment shall not relieve Customer of its obligation to accept remaining shipments. Signifier will accept requests for a proof of delivery (P.O.D.) up to sixty (60) days after the invoice date.
SIGNIFIER SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, FOR FAILURE TO FILL ORDERS, DELAYS IN DELIVERY OR ANY ERROR IN FULFILLING ORDERS.
There is an online user manual (https://ca.exciteosa.com/wp-content/uploads/2021/04/eXciteOSA-User-Guide-CA-English-rev-1.pdf) that contains various important information related to the optimal use and maintenance of your Device, including without limitation technical specifications, use instructions and service communication (“User Manual”). The App may contain additional explanations relating to the use and maintenance of the Device (“App Instructions”). You represent and warrant that you have read and understood the User Manual and the App Instructions, and you agree that Signifier is not responsible, under the Warranty below or otherwise, for damage or non-performance from failure to follow the User Manual or any other instructions relating to the use of the Device.
The warranty offered herein by Signifier (the “Warranty”) gives you specific legal rights, and you may have other legal rights, including those under consumer laws, which may vary in different jurisdictions. To the extent permitted by law, this Warranty and the remedies set forth are exclusive and in lieu of all other warranties, remedies and conditions, whether oral, written, statutory, express or implied. Signifier disclaims all statutory and implied warranties, including without limitation, warranties of merchantability and fitness for a particular purpose and warranties against hidden or latent defects, to the extent permitted by law. In so far as such warranties cannot be disclaimed, Signifier limits the duration and remedies of such warranties to the duration of this express Warranty (to the extent permitted by law) and, at Signifier’s option, the repair or replacement services described below (which includes the Device as well as the other Products). Some jurisdictions do not allow limitations on how long an implied warranty (or condition) may last, so the limitation described above may not apply to you.
Signifier warrants to the original purchaser that the Device will be free from material defects in workmanship and materials under normal use for a period of one (1) year from the date of your purchase, unless longer minimum periods are required under mandatory laws in your jurisdiction (“Warranty Period”). This Warranty applies to hardware products and accessories marked with the “eXciteOSA” trade name or logo and containing a valid Signifier serial number which were sold/purchased on the Site or from an authorized reseller.
If you submit warranty claims to Signifier before the end of the Warranty Period and your Device clearly and verifiably fails the warranty, Signifier will, in its sole discretion: (i) refund you in the amount of the price you paid for the Device (excluding taxes and shipping costs); (ii) exchange the Device with a new or refurbished Device (exchange the Device of identical specifications or functional equivalent); or (iii) repair the Device. This Section sets forth your sole and exclusive remedy, to the extent permitted by law. Returns shipped without Signifier’s prior express return authorization will not be accepted.
If a Device has been exchanged or repaired following this Warranty, it will be subject to a warranty for either: (i) the remaining original Warranty Period; or (ii) thirty (30) days from the date of repair or replacement or for any additional period of time that is applicable in your jurisdiction.
You must deliver the Device to the address specified by Signifier in either its original packaging or packaging providing an equal degree of protection. In accordance with applicable law, Signifier may require that you furnish proof of purchase details and/or comply with registration requirements before any warranty service is rendered. It is your responsibility to synchronize any data stored on the Device. It is likely that such data will be lost or reformatted during service, and Signifier will not be responsible for any such damage or loss. Signifier is not responsible for lost or damaged return shipments. You assume responsibility for the payment of any shipping charges and for all risk of loss or damage to the Device during shipment to Signifier.
This Warranty does not apply to, and explicitly excludes, the following: (a) consumable parts, such as straps, unless damage has occurred due to a defect in materials or workmanship in the Device; (b) normal wear and tear and cosmetic damage, including, but not limited to, scratches, dents, damaged packaging material or damaged plastic parts; (c) defects or damage caused by alteration, unusual stress, accident (including, without limitation, collision, modification fire and the spillage of food or liquid), neglect, abuse, misuse, improper or unauthorized repair, installation, wiring, improper storage or testing, use of third party accessories such as straps or cables, third-party applications downloaded to the Device or if the serial number has been removed; (d) damage caused by using the Device outside the permitted or intended uses described by Signifier; (e) damage caused by use with non-Signifier products; (f) any non-Signifier hardware products or any software, even if packaged or sold with the Device; and (g) modifications of the Device by anyone other than Signifier. Signifier reserves the right to disable Device if Signifier suspects nonconformity, fraud, or if Signifier finds out that the Device is counterfeit, stolen or lost in shipment. This Warranty does not cover the software embedded in the Device and the services provided by Signifier to owners of the Device, nor your use of the Site and the application provided by Signifier.
In the event of a conflict between these Terms and the Warranty enclosed in the Device package at time of purchase, these Terms shall control.
Disclaimer of warranties:
Except for the limited warranty referenced below, Signifier hereby disclaims and excludes all other representations and warranties, expressed or implied, of any type whatsoever, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and noninfringement, or any representation or warranty as to the design, condition, quality, capacity, material, equipment or workmanship in or of any Signifier product. Signifier further disclaims any representation or warranty that Signifier products are compatible with any combination of non-Signifier products used in connection with the Signifier products.
Limitation of liability
The total liability of Signifier, if any, and customer’s sole and exclusive remedy for damages for any claim of any kind whatsoever, regardless of legal theory, will not be greater than the actual purchase price of the Signifier Products with respect to which such claim is made. also, under no circumstances will Signifier be liable for any indirect, special, consequential, incidental or punitive damages in connection with the Products, any order for Products, the furnishing of equipment, goods, parts or services hereunder, or the performance, use of, or inability to use any equipment or any other goods, parts or services, or any other matter relating to the foregoing, whether based on contract, tort or any other legal or equitable theory, including, but not limited to, damages for compensation, reimbursement or loss of present or prospective profits, expenditures, investments, commitments, or claims of any third party, whether made in the establishment, development or maintenance of business reputation or goodwill, cost of capital or any other reason whatsoever. This limitation will not affect customer’s right to seek appropriate relief arising from or incident to any death, personal injury or property damage connected to Signifier’s gross negligence, wilful misconduct or strict liability imposed by law.
In cooperation with Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden, we offer you the following payment options. Payment is to be made to Klarna:
Pay in 3
Slice it (Financing)
Further information and Klarna’s user terms you can find here. General information on Klarna can be found here. Your personal data is handled in accordance with applicable data protection law and in accordance with the information in Klarnas privacy statement.
You acknowledge that you have verified the compatibility of the Devices you are purchasing with other required equipment (e.g., ensuring that your mobile device and/or operating system is compatible with the Device). You are solely responsible for determining the compatibility of the Devices with other equipment, and you accept that lack of compatibility is not a valid claim under the warranty provided with your Devices.
If Customer is outside Canada, and approved by Signifier to import Products at the final intended destination, then Customer will be responsible for obtaining required import licenses and making proper customs entry for the Products.
Customer is not permitted to re-export any Products from the destination country.
The Site and the Products contain various intellectual property, such as content, product designs, logos, trademarks, text, editorial content, data, formatting, graphs, graphics, user interfaces, visual interfaces, photographs, artwork and computer code, HTML, “look and feel,” software layout, music, sounds, images, software, videos, designs, typefaces and other content (collectively, the “Proprietary Material”). Such Proprietary Material is owned, controlled or licensed by Signifier and protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. You may not copy, download, use, redesign, reconfigure, retransmit or reverse engineer the Products or anything from the Site without Signifier’s express prior written consent.
Signifier hereby grants you a non-exclusive, non-transferable right to use the Site and any software-related aspects of the Products solely for your internal, non-commercial use in the country of purchase or of residence. All rights not expressly granted to you are reserved by Signifier. You shall not, without Signifier’s express written consent: (a) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Products or Site in any way; (b) copy, imitate, mirror, reproduce, distribute, publish, download, display, perform, post or transmit any Products, Site or Proprietary Material (as defined in these Terms) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise; (c) modify or make derivative works or use based upon the Products or Site; or (d) reverse engineer or access the Device or Site. Any use of the Products or Site other than as specifically authorized herein, without the prior written permission of Signifier is strictly prohibited, and Signifier may terminate the license granted herein with immediate effect. Such unauthorized use may also violate applicable laws, including without limitation intellectual property laws. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.
Data Ownership and Privacy
You shall have all rights, title or interest to any personally identifiable data, property or information collected by Signifier on behalf of you in connection with its performance under the Agreement, including without limitation any data transmitted from the Products to the mobile application and Signifier’s servers; provided, however, that nothing contained herein shall affect Signifier’s rights, title or interest to any de-identified data, property or information generated, compiled or analyzed by Signifier in connection with its performance under the Agreement, including without limitation any analyzes or reports of aggregated data.
Account, Password, Security
You are solely and fully responsible for (a) maintaining the confidentiality of any user ID, password, account number or any other confidential information relating to your account; and (b) all activities that occur under your password or account, and Signifier disclaims any liability derived therefrom. If you suspect any unauthorized use of your password or account, you shall contact Signifier as soon as reasonably practicable. You represent and warrant that (1) all data provided by you for registration is accurate, non-misleading and complete; (2) any changes in the registration data will be reported to us by you within 5 days upon the occurrence of the change. Access to certain areas of the Site is restricted. Signifier reserves the right to restrict access to other areas of the Site, or indeed its whole Site, at its sole discretion.
No Medical Advice.
Nothing provided by Signifier in connection with the Products shall be construed to constitute professional medical advice, diagnoses, or treatment, and you should not rely on them as such. Your physician has particular medical knowledge about you and should always be consulted if you have a medical emergency or questions about a medical condition. Your decision to rely on any information you obtain in connection with your use of the Products is at your sole discretion and risk. Signifier does not promise any particular results, including conception or delivery, regardless of whether you follow all the recommendations contained in the Device or other Products. The Products cannot and may not be used for contraception. If you think you may have a medical emergency, call your local emergency or healthcare provider immediately.
You agree to protect, defend, indemnify and hold harmless Signifier, its owners, affiliates, subsidiaries, parents, shareholders, officers, directors, attorneys, agents, employees, assigns and representatives (“we” or “us” for purposes of this provision), from and against any and all claims, losses, liabilities, causes of action, judgments, penalties, costs, damages and expenses (including attorneys’ fees, litigation costs and expenses) incurred by us, including, without limitation, any claim for personal injury or property damage arising from or related to your violation of: (a) this Agreement, including the representations and warranties made herein; (b) your use of the Products; or your nonpayment of any Taxes, as defined above.
Representations and Warranties
You represent and warrant that:
• you have not falsely identified yourself nor provided any false information to purchase or gain access to the Products;
• your payment information is correct and complete;
• you will pay any shipping and handling charges and applicable Taxes;
• you will at all times during the term of this Agreement comply with the terms of this Agreement and any applicable domestic or international laws;
• you are not accessing and have not accessed the Products to commit illegal acts or violate any provisions of this Agreement;
• you are the authorized party and (if applicable) signatory to the payment mechanism used to open and maintain your account; and
• you are responsible for any use, activity, and charges incurred by you and any other users under your account.
You acknowledge that your breach of these representations and warranties shall entitle Signifier to injunctive relief (monetary damages not being sufficient remedy), as well as available monetary damages and its attorneys’ fees and costs.
Right of Withdrawal
In case mandatory laws in your jurisdiction stipulate a right of withdrawal with regard to the Products, you may exercise such right provided that all conditions for its applicability are met. The rights conferred shall be limited to their minimum. This Section 19 (Right of Withdrawal) does not apply to residents of the United States.
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
By using the Products, you consent to receive electronic communications from Signifier. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal requirements for written communication.
Governing Law; Venue
This Agreement will be governed by and in accordance with the substantive laws of England and Wales with venue in the courts located in London, regardless of choice of law rules. The United Nations Conventions On Contracts For The International Sale Of Goods, if otherwise applicable, does not govern the sale of the Products. We both agree to waive our right to a jury trial. You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction set forth herein.
No Class Actions
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. To the extent permitted by law, class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under this Agreement.
Time Limitation on Claims
Except to the extent prohibited by applicable mandatory law, you agree that any claim you may have arising out of or related to your relationship with Signifier must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Should any provision of these Terms be held invalid, void, or otherwise unenforceable, that provision shall be deleted, but all other provisions, as well as the remaining portion (if any) of the invalid, void or unenforceable provision, shall continue in full force and effect.
Failure or neglect by Signifier to enforce any of the provisions of these Terms shall not be construed or deemed a waiver of its rights nor shall this affect the validity of the whole or any part of these Terms, nor prejudice Signifier’s rights to take subsequent action.
Term of Use
If you have questions or requests regarding these Terms and Conditions, or if you would like to exercise your rights, please contact eXciteOSA, [email protected]