Signifier Medical Technologies Limited Minimum Advertised Price Policy

This policy applies to those customers who are authorized to advertise and sell Signifier Medical Technologies Limited (“Signifier”) products

Signifier’s products are largely regulated by the US Food and Drug Administration (FDA), are classified as Class II medical devices, and therefore require a prescription from a health care practitioner. Signifier believes that its products are best sold by a highly qualified network of medical equipment professionals. Signifier also believes the sale of its products is most effective when coupled with the high degree of service provided by its network of medical equipment customers. Signifier therefore chooses to authorize the sale of its only through medical equipment customers that carry appropriate inventory sufficient to meet nationwide demand, that provide superior patient service both in person and over the Internet, and that consistently promote the features and benefits of Signifier products and promote the Signifier brand.

Signifier has established this Minimum Advertised Price Policy (the “MAP Policy”) to describe attributes of those medical equipment retail customers it may authorize to sell Signifier’s products (“Resellers”). Signifier requires that its products are sold over the Internet only by authorized Resellers consistent with this MAP Policy.

Signifier chooses to authorize Resellers to advertise and sell its products online only if they meet the following minimum criteria:

• • Advertise Signifier products at prices at or above the prices set forth on Signifier’s MAP Policy Price List. The MAP Policy Price List will be updated as new products are introduced. Signifier reserves the right to change the prices on the MAP Policy Price List at its sole discretion.
  • Do not use statements such as “call for price” or “call for quote” or any other statement designed to communicate prices lower than those set forth in the MAP Policy Price List. Specifically, and without limitation, Resellers shall not advertise that lower prices are available in the shopping cart or at checkout.
  • Do not offer free or discounted products with the purchase of products covered by this Policy.
  • Do not advertise or sell non-Signifier products together with Signifier products as part of a combined therapy product offering. (This Policy is not intended to restrict sales of non-Signifier products.)
  • “Advertise” or “advertising” is the public promotion of Signifier products for sale, and includes but is not limited to advertising via websites, the shopping cart, social media, general discussion boards, blogs, Internet auction sites, newsletters, catalogs, text messages, newspaper, television, radio, or facsimile.
  • Advertise and sell Signifier products on the Internet only after receiving written permission to do so from Signifier.
  • Do not advertise, list or sell Signifier products on any site except the approved site, including but not limited to online auction, market or comparison sites.
  • Do not advertise or sell Signifier products outside the US.
  • Comply with all state and federal laws applicable to the sale of Signifier products.
  • Comply with Signifier’s terms and conditions of sale and provide data on all transactions.
  • Are an existing Signifier customer with no past due balance, and only purchase Signifier products directly from Signifier.
  • Do not offer Signifier products for rent over the Internet.
  • Do not alter the intended use of, misbrand or promote off-label uses of Signifier products.
  • Use only marketing material, logos, product images and collateral provided or authorized by Signifier.
  • Ship products only from the Reseller’s facilities and maintain a reporting system to track sales in the event of a need to inform patients of product related information or recall.
  • Sell only new and unused Signifier products in original packaging. Sales of used, refurbished or tampered products, or in altered product packaging, are strictly prohibited. Removal of serial numbers from Signifier products violates this MAP Policy and is illegal in some jurisdictions.
  • State clearly that all patient services are provided by the Reseller.
  • State the Reseller’s service policy on its website, including procedures for handling warranties and returns, customer service telephone numbers, and a street address for customer service and shipping returns.

Other important information:

Prices set forth in Signifier’s MAP Policy Price List are the minimum prices that can be advertised, and the MAP Policy does not require any Reseller to charge a particular price for any Signifier product. Authorized Resellers remain free to sell Signifier products at the prices they choose as long as it is in accordance with this policy.

If an authorized Reseller violates this MAP Policy, then Signifier reserves the unilateral right to refuse to sell that product to that Reseller; to stop selling that category of products to that Reseller; to suspend or terminate authorized Reseller status; to terminate the Signifier account; or to take such other actions as Signifier, in its sole discretion, deems appropriate in light of the particular circumstances.

Signifier acts in its sole interest, based on its own information and decisions, in administering this MAP Policy to promote its success and the overall success of its customers and patients. Signifier reserves the right to change or discontinue this MAP Policy at any time. No authorized Reseller has any right to rely on its continued existence. Signifier always reserves the right to choose those customers with which it will do business, including authorized Resellers. Signifier will not discuss the business dealings of any customer with any other customer or reseller.

Signifier makes no express or implied warranties or representations as to the merchantability, fitness, design, condition, quality, capacity, material, equipment or workmanship in or of any products purchased from Signifier other than those set forth in Signifier’s written product warranties. Signifier may modify its warranty provisions from time to time. The limited warranty is available exclusively to authorized customers and their customers. The warranty is not transferable or available to unauthorized distributors or their customers. Unauthorized distributors may be required by law to inform consumers that Signifier’s warranty, express and implied, is void on any Signifier product purchased and sold by an unauthorized distributor. Some states do not allow the exclusion or limitation of a warranty. Therefore, the exclusion may not apply to certain purchasers.