Terms and Conditions
B2B Terms and Conditions of Sale
Effective for sales that occur on or after September 27th 2022.
Last Update: September 27th, 2022
Information about us, and how to contact us
Welcome to www.eXciteOSA.com (“Our Site”).
We are Signifier Medical Technologies LLC, a limited liability company formed in Delaware. Our Employer Identification Number is 30-1235534 and our address is 109 Highland Avenue Suite 303, Needham, MA 02494, USA.
You can contact us by telephoning our customer service team at +1 844 MildOSA (+1 844 645-3672) or by emailing us at [email protected].
If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us.
“Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
Article I. Our contract with you
- These General Terms and Conditions of Sale (“Terms”), together with the purchase order, constitute the agreement between the purchaser (“You” or “Buyer”) and Signifier Medical Technologies LLC (“Seller,” “Us,” “We,” or “Our”) (the “Agreement”). This Agreement constitutes the parties’ entire agreement which supersedes any previous oral or written representations, including but not limited to provisions in Seller’s quotations, proposals, acknowledgments or other documents. The terms of this Agreement may not be varied or modified in any manner, unless in a subsequent writing signed by an authorized representative of each party. This Agreement governs the sale of our services, our eXciteOSA device (“Device”), including – unless otherwise stated – any software embedded in the Device, and our mouthpiece used in conjunction with the Device (the “Mouthpiece”) (hereinafter, our “Products”).
- These Terms apply to our Business customers only. If you wish to purchase or use our Products for your individual or household use, our Consumer Terms and Conditions of Sale will apply.
- We reserve the right to reject your order if you attempt to order as a business and we determine in our sole discretion that you are acting in your capacity as an individual consumer.
- We reserve the right to amend these Terms from time to time. Any amendment to these Terms becomes effective when we publish the amended Terms on Our Site or on Our invoice. Sales of our Products are governed by the version of the Terms published on Our Site at the time of order. Buyer further acknowledges and agrees to the terms contained in Seller’s Minimum Advertised Price Policy (“MAP Policy”), attached hereto as Exhibit 1 and accessible at https://exciteosa.com/minimum-advertised-price-policy/.
We will not supply Products to You if You or We terminate the Agreement in accordance with these Terms. In that case, we will issue You with a full refund in relation to any Products You have paid for but not yet received.
Article II. Orders
- Purchase Orders. Buyer shall order Products in accordance with the terms and conditions of this Agreement. Orders for the purchase of Products (“Purchase Orders”) must be submitted to Us by Buyer via Our Site at https://exciteosa.com/b2b.
- Purchase Orders are subject to acceptance by Us. We reserve the unconditional right to reject for any reason any Purchase Order, in whole or in part. Purchase Orders submitted by Buyer shall not be binding on Us until the earlier of written acceptance by Us or shipment, and acceptance by shipment shall only be binding as to the portion of the Purchase Order actually shipped by Us. Any automatic or computer-generated response to a Purchase Order by Our Site or otherwise shall not be deemed acceptance of a Purchase Order. Notwithstanding the foregoing, We reserve the right to refuse, cancel or delay any Purchase Order placed by Buyer and accepted by Us when Buyer is delinquent in payments or when Buyer has failed to perform any of its obligations under this Agreement.
- If We are unable to accept your order, We will inform you of this in writing and will not charge you for the Product.
- We may withdraw any Product at any time. If We are going to stop providing a Product that We have agreed to provide on an ongoing basis, We will endeavor, subject to legal or regulatory requirements, to provide You with 30 days written notice of cancellation of your order and will refund any sums You have paid in advance for Products which will not be provided.
- For safety and hygiene reasons, the useful life of each Mouthpiece is 90 calendar days from the date of activation. After this time, the Mouthpiece will be deactivated and the patient will need to purchase a replacement Mouthpiece to continue utilizing the Device.
- Invoices and Payment Terms. We shall send Buyer invoices via mail, email, or facsimile for each shipment of Products. Unless otherwise agreed in writing by Us, invoices are due and payable within thirty 30 days from the date of invoice or such other period agreed between Seller and Buyer in writing. We reserve the right to change or modify payment terms upon thirty (30) days’ notice to Buyer. Buyer shall have no right of offset or withholding under this Agreement. Any amounts not paid by Buyer when due to Us shall be subject to interest charges, from the date due until paid, at the rate of one and one half percent (1.5%) per month or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Us from Buyer, for any reason, become past due, We may at Our option and without further notice withhold further shipment of Products until all invoices have been paid in full and We may, at Our election, terminate this Agreement upon sixty (60) days written notice to Buyer. Upon such termination, all sums owed by Buyer shall become immediately due and payable regardless of the payment terms set forth elsewhere in this Agreement.
- Credit Terms. We may, but shall not be obligated to, grant credit terms to Buyer. In the event We do grant Buyer credit terms, We reserve the right, in Our sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Buyer, either generally or with respect to a particular Purchase Order. Any changes to credit terms and/or any withholding or delay of shipment of Products by Us resulting from such changes or credit limitations will not be construed as a cancellation or breach of this Agreement by Us. Buyer agrees to provide Us with financial statements and such other evidence of corporate and financial standing as We may reasonably request from time to time during the term of this Agreement to evaluate Buyer’s credit risk.
- Prices; Price Changes. Buyer agrees that Signifier establishes the prices for Products as described in the MAP Policy.
- Taxes. Buyer shall be responsible for any national, state or local sales, use, value added or other tax, tariff, duty or assessment levied or imposed by the United States or any other governmental authority arising out of or related to any of the transactions contemplated by this Agreement including all sales tax, other than taxes based upon Our income. Unless Buyer has provided a certificate demonstrating Buyer’s exemption from sales or such other tax, Buyer must pay directly, or reimburse Us for the amount of such sales, use, value added or other tax, tariff, duty or assessment which Buyer is obligated to pay or collect or that We are at any time obligated to pay or collect.
Article III. Shipment of Products and Delivery
- Shipment Terms. All Products purchased by Buyer under this Agreement will be marked for shipment to Buyer at the address specified in the Purchase Order. We shall use commercially reasonable efforts to ship Products to Buyer on or before the requested receipt date designated in a Purchase Order. The Parties agree, however, that shipment of any Products ordered from Us under this Agreement may be delayed for a period of time sufficient to allow Us to manufacture and assemble or otherwise acquire the Products for Buyer, and the Parties further agree that We shall not be held liable to Buyer or any other party for any delay in shipment of any Purchase Order.
- Title and Risk of Loss. Title and risk of loss will pass on delivery to Buyer’s designated shipping address (“Delivery Point”). Buyer will be responsible for paying all freight, shipment, and insurance charges associated with shipment of the Products at, from and after the Delivery Point, even if the order is rejected upon delivery.
- Signifier’s Right to Delay, Cancel or Allocate. Should any Purchase Order for Products exceed Our available inventory, We shall in Our sole discretion determine how to allocate Our available inventory without liability to Buyer on account of the method of allocation determined or its implementation.
- Acceptance of Shipments. Buyer shall have three (3) working days from the date of arrival of the shipment of the Products to the Delivery Point to inspect the Products and notify Us of any discrepancies with respect to shipments of Purchase Orders including, but not limited to, any discrepancies in the quantity or quality of the Products. Notices of any discrepancies shall be in writing and provided to Us via email at [email protected]. Unless a notice of a discrepancy is reported to Us in the manner required herein, all shipments of Products will be deemed accepted by the Buyer.
- We are not responsible for delays due to force majeure or otherwise outside of Our reasonable control, as described in Article 19.1 below. If Our supply of the Products is delayed by an event outside Our control, We will contact You as soon as possible to let You know and We will take reasonable steps to minimize the impact of the delay.
- Buyer shall maintain full traceability for all goods received and returned (including product, quantity and serial number), and all order records and distribution records. Order and distribution records shall contain at a minimum: location, name, address of initial consignee, device or product code, number of devices and any control numbers used, including the serial number.
- In the event of a recall, Buyer will support Us in a timely manner. Buyer shall provide Us with the distribution details (e.g. customer information, delivery address, quantity, serial number, date of dispatch) of impacted Products. We will be responsible overall for ensuring that a recall is efficiently and correctly carried out.
- Storage and Handling. Buyer is responsible for ensuring that Our Products are stored in accordance with their defined storage requirements.
Article IV. Warranty
- Warranty – We make no representations or warranties to Buyer or any other person with respect to the Products or any service provided to Buyer or any other person, except as set forth in Our Limited Warranty described below (the “Limited Warranty”). All sales to Buyer shall include and be subject to Our standard Limited Warranty, warranty disclaimers and limitations on liability in effect for the Products at the time of shipment of the Products to Buyer, unless expressly agreed otherwise in a separate document referencing this Agreement and signed by authorized representatives of the Parties. We reserve the right to change any of the terms of the Limited Warranty at any time, upon notice to Buyer.
THE LIMITED WARRANTY REFERRED TO IN THIS SECTION IS THE ONLY WARRANTY, EXPRESS OR IMPLIED, THAT SIGNIFIER MAKES WITH RESPECT TO THE PRODUCTS. SIGNIFIER SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Limited Warranty – We provide a manufacturer’s limited warranty to Buyer and patients who subsequently purchase Products from Buyer confirming that the Product will be free from defects in its material, components and workmanship for a period of (i) for each Mouthpiece, ninety (90) days from the date the mouthpiece is first used by such Product’s first end user and (ii) for each Device, one (1) year from the date of receipt of the Device by Buyer. The Limited Warranty does not cover normal “wear and tear” that would occur with normal usage, or damage resulting from any misuse or abuse of the Product, such as dropping or immersing the Device in water or other liquid or tampering with the Device. To make a claim on the Limited Warranty, contact us via email at [email protected] Buyer must return the defective Product(s) to Us, at your own expense and in its original packaging, to 175 Highland Avenue, Needham, MA 02494, USA, to be received by Us within the fourteen (14) days starting the day after You contact Us saying that You want to claim under the Limited Warranty. Provided your application for a refund complies with the conditions above, We will repair or replace the Products not meeting the Limited Warranty or, in Our discretion, refund the original purchase price, not including the delivery charge.
Article V. Limitation of Liability
- We are not liable for business losses under these Terms.We will have no liability to You for any loss of profit, loss of business, business interruption, loss of business opportunity, or for any incidental, special or consequential damages, all of which are hereby disclaimed and excluded.
Article VI. Buyer’s Obligations to End-Users
- Buyer is responsible for providing the end-user of the Product with any and all written materials, including user instructions that accompany the Products at the time the Products are sold to Buyer.
- Buyer is responsible for providing the end-user with the correct warranty information as described in Article IV. Buyer agrees not to make any other warranty on Signifier’s behalf other than what is contained in Article IV.
- At or before the time Buyer sells the Products to any end-user, Buyer agrees to provide reasonable training and education, including but not limited to demonstration of the Product, to the end-user so that the end-user is informed about the correct usage of the Product.
- For safety and hygiene reasons, the useful life of each Mouthpiece is 90 calendar days. Buyer agrees to ensure that, at the time of purchase of the Device, each patient is aware that, after 90 calendar days following the date of first use, their Mouthpiece will be deactivated and they will need to purchase a replacement Mouthpiece to continue utilizing the Device.
Article VII. Intellectual Property
- Subject to the terms and conditions of this Agreement, during the term of this Agreement Signifier hereby grants to Buyer a revocable, non-transferable, non-exclusive, limited license to use Signifier’s logos, trademarks, and trade names (collectively the “Signifier Marks”), solely in connection with the marketing, advertisement and sale of the Products. Such license shall immediately terminate upon the expiration or termination of this Agreement. Buyer shall strictly comply with all standards of use for the Signifier Marks and must at all times display appropriate trademark and copyright notices as instructed by Signifier. All media advertising, printed materials, and electronic documents in which a Signifier Mark is used must be submitted to Signifier for review in advance and must not be distributed or used in any manner without the prior written approval of Signifier. Buyer acknowledges and agrees that the Signifier Marks and other intellectual property provided to Buyer by Signifier, if any, are the sole and exclusive property of Signifier. Buyer shall not acquire any right, title or interest under this Agreement in any patent, copyright, Signifier Mark or other intellectual property right of any kind of Signifier. No implied license, patent, copyright or other intellectual property right of Signifier is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Buyer shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of the Signifier Marks, patents, copyrights or other intellectual property of Signifier or the goodwill associated therewith or that will tend to prejudice the reputation of the Signifier or the sale of any Signifier products.
- Subject to the terms and conditions of this Agreement, during the term of this Agreement Signifier hereby grants to Buyer’s end-user a revocable, non-transferable, non-exclusive, limited license to use Signifier’s software embedded in the Device.
- The Buyer agrees not to (and agrees not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, reverse engineer, commercially exploit or create derivative works of such material and content.
- You acknowledge that, on purchasing our Products, you do not obtain any rights to use them except to the extent necessary to use the Products for their intended purpose.
Article VIII. Data Ownership and Privacy
- Signifier collects certain personal information such as Buyer’s name, phone number, e-mail address, shipping and billing address and other information so we can fulfil Your order. Signifier also collects information about Your Site usage, device information, location information and web navigational data to enable us to enhance Your experience on our digital platforms.
- Signifier also collects various personal information of its end-users via the mobile application related to use of the Products. For more information about Signifier’s privacy practices, please read our https://exciteosa.com/privacy-policy/.
Article IX. Confidential Information
- Confidential Information. Buyer acknowledges and agrees that during the term of this Agreement, it may receive confidential information from Signifier, including but not limited to, information relating to contractual agreements, pricing and price lists. (“Confidential Information”). Buyer shall maintain such information in confidence and disclose such Confidential Information only to its employees on a need-to-know basis and to fulfill the transactions between the Parties contemplated by this Agreement. Buyer shall remain responsible for breaches of this Agreement arising from the acts of its employees. Buyer agrees to use Signifier’s Confidential Information only to fulfill the transactions contemplated by this Agreement, and, if applicable in sales discussions with end users of the Product. (“Permitted Purposes”). Buyer agrees not to use Confidential Information for any purpose other than the Permitted Purposes, without Signifier’s prior written approval. In the event Buyer becomes aware of any improper use or disclosure of Confidential Information, it shall immediately notify Signifier and shall take all available measures to prevent any further misuse or improper disclosure of the Confidential Information.
- Equitable Relief. Buyer agrees and acknowledges that any breach or threatened breach of Article IX (“Confidential Information”) will result in irreparable harm to Signifier for which there may be no adequate remedy at law. In such event, Signifier shall be entitled to injunctive relief, without the necessity of posting a bond and without having to establish any actual damages.
Article X. Indemnification
- To the fullest extent permitted by law, Buyer agrees to indemnify, hold harmless and defend Signifier and its affiliated companies, their directors, officers, employees, agents and customers (“Indemnitees”) from and against any loss, liabilities, costs, expenses, suits, actions, claims and all other obligations and proceedings, including without limitation all judgments rendered against, and all fines and penalties imposed upon, Indemnitees and all attorney’s fees and any other cost of litigation (“Liabilities”) arising out of Buyer’s breach hereof, from Buyer’s unauthorized claims pertaining to Our Products, from Buyer’s violation of applicable law, or arising from Buyer’s negligence or misuse of the Product or in connection with providing incorrect or misleading information to end-users regarding the use or nature of the Products.
Article XI. Profile, Password, Security
- Buyer and end-user are responsible for (a) maintaining the confidentiality of its user ID, password or any other confidential information relating to its profile; and (b) all activities that occur under Your password or profile. If anyone else learns of Buyer’s profile access details, or Buyer suspects any unauthorized use of its password or profile, Buyer must contact Signifier as soon as possible. Signifier is not responsible for any loss or damage You suffer as a result of someone using contact details obtained from Buyer to access Your profile up to the time You alert us. Buyer agrees to cause the end-user to agree to the terms contained in this paragraph. Buyer shall instruct end-user of these responsibilities.
- Buyer agrees that any information it provides to Signifier regarding or pertaining to end-users will be accurate, complete and not misleading. Buyer agrees to promptly update Signifier with any changes to information previously provided to Signifier regarding its end-users. Signifier is not responsible for any loss or damage Buyer or any end-user may suffer as a result of providing incorrect information or failing to update information.
Article XII. No Medical Advice
- Signifier does not give medical advice or diagnoses. Buyer agrees not to rely on information provided by Signifier as medical advice, nor shall you characterize such information as medical advice to end users of the Device and/or Mouthpiece. Signifier does not guarantee any particular results from the use of its Products, regardless of whether the user follows all the recommendations contained in the instructions for the use of the Products.
Article XIII. Governing Law; Jurisdiction
- This Agreement is governed by the laws of the State of Delaware and, subject to the terms in Article XV, you can bring legal proceedings in respect of the Products or the Agreement in the courts of Delaware.
Article XIV. Dispute Resolution and Arbitration
- Informal Resolution. If any dispute or controversy arises between the Parties in relation to this Agreement, the Parties agree to a period of informal settlement negotiations. The negotiation period will begin when the Plaintiff (“Plaintiff”) gives written notice (“Notice of Intent”) to the other Party (“Defendant”) of the dispute or controversy. Such notice will set forth all facts known to or suspected by the Plaintiff that give rise to his claim for relief and all substantive laws on which Plaintiff anticipates basing his requested relief. Plaintiff may not rely on any fact, law, or basis for relief not listed in the Notice of Intent that is known to Plaintiff at the time the Notice of Intent is delivered to Defendant. The Parties will engage in good faith negotiations for a period of thirty (30) days after the Notice of Intent is received by Defendant. If the dispute is unable to be settled via informal settlement negotiations within the thirty (30) day period, then the parties shall participate in nonbinding mediation in Boston, Massachusetts using a mediator that is jointly agreed to among the Parties. The mediation shall take place no later than forty-five (45) days after the Notice of Intent is received by Defendant.
- If the Parties cannot resolve their disputes via the informal resolution process then the dispute shall be settled by binding arbitration by a single arbitrator experienced in medical device distribution agreements in Boston, Massachusetts in accordance with the laws of the State of Massachusetts and under the then current rules of the Commercial Arbitration Rules of the American Arbitration Association (or any successor thereto). The determination of the arbitrator in any such proceeding shall be final and binding on both Parties and shall not be appealable by any of the parties. Any court of competent jurisdiction may enter judgment upon an award rendered by the arbitrator(s). The parties agree that they will not publish or cause to be published any disparaging statement regarding one another as a result of any dispute that may arise. Notwithstanding the foregoing, this Section 13.2 shall not preclude either party from seeking equitable relief from any court of competent jurisdiction, including injunctive relief as contemplated herein.
EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT RELATING TO THE FOREGOING.
Article XV. Compliance with Laws
- Compliance with Laws; Notification. Buyer represents, warrants and covenants that it shall comply with all applicable international, national, state, regional and local laws and regulations, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the Export Control Act, as may be amended from time to time, in performing its duties hereunder and in any of its dealings with respect to the Products. Buyer shall promptly notify Signifier in the event Buyer knows or has reason to believe that any act or refrainment from acting required by or contemplated by this Agreement violates any applicable law, rule, or regulation (whether criminal or non-criminal) or if it becomes aware that any Products contain a defect which could create a substantial product hazard or an unreasonable risk of serious injury or death.
- Compliance with U.S. Export Laws. Buyer acknowledges and understands that the Products may be subject to restrictions upon export from the United States and upon resale after export. Buyer therefore represents and warrants that it shall comply fully with all relevant regulations of the U.S. Department of Commerce, with the U.S. Export Administration Act, and with any other import and/or export control laws or regulations of the United States or the Territory. Buyer, upon the request Signifier, shall execute and deliver to Signifier a letter of written assurance concerning technical data and U.S. Export Administration Regulations. If Signifier is aware that any of the Products are subject to such export laws, it shall so advise Buyer.
Article XVI. Severability
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Article XVII. No Waiver
- Our failure to enforce, at any time or for any period, any one or more of these Terms, shall not constitute a waiver of those Terms or of the right at any time to subsequently enforce or exercise Our rights under those Terms. For example, if You miss a payment and We do not request payment again but we continue to provide the Products, We can still require You to make the payment at a later date.
Article XVIII. Assignment and Transfer of the Agreement
- The Agreement between Buyer and Signifier may not be assigned or transferred without Our prior written consent. We may transfer Our rights and obligations under this Agreement to another person or entity. We will provide written notice to You upon such transfer.
Article XIX. Force Majeure
- We shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, pandemics, lock outs, delays in or unavailability of shipping or other transportation resources, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply. We shall be entitled to a reasonable extension of our obligations. If the delay persists for such time as we consider unreasonable, we may, without liability on our part, terminate the contract for the sale of Devices and/or Mouthpieces between you and us.
Article XX. Third Party Rights
- This Agreement is between You and Us. No other person shall have any rights to enforce any of its terms.
B2C Terms and Conditions
General Terms and Conditions of Sale
Effective for sales that occur on or after 22nd November 2021
Last Update: 22nd November 2021
Information about us, and how to contact us
Welcome to www.eXciteOSA.com or to the eXciteOSA App.
We are Signifier Medical Technologies LLC, a limited liability corporation incorporated in Delaware. Our Employer Identification Number is 30-1235534 and our address is 109 Highland Avenue Suite 303, Needham, MA 02494, USA.
You can contact us by telephoning our customer service team at +1 844 MildOSA or by writing to us at [email protected].
If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
“Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
Article I. Our contract with you
These General Terms and Conditions of Sale (“Terms”) are the terms on which we make available our website located at www.eXciteOSA.com and all associated sites and mobile applications (together, the “Site”), our services, our eXciteOSA device (“Device”), including – unless otherwise stated – any software embedded in the Device, and our mouthpiece used in conjunction with the Device (the “Mouthpiece”). We refer to the Site, the Device, the Mouthpiece, associated digital content and our related services below as our “Products”.
Please read these Terms carefully before ordering or using our Products. These Terms tell you who we are, how we will provide Products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
These Terms apply to Consumers only. If you wish to purchase or use our Products in the course of your trade, business or profession, our business to business terms will apply. We reserve the right to reject your order if you attempt to order as a consumer and we reasonably believe that you are acting in the course of business.
We may make changes to these Terms from time to time. If we do, we will put a notice on our website giving you as much notice as possible. Sales of our Products are governed by the version of the Terms in force at the time of order.
We will not supply Products to you if you or we end the Agreement in accordance with these Terms. In that case, we will issue you with a full refund in relation to any Products you have paid for but not yet received.
Article II. Orders
Your order is accepted by us when we email you to accept it. At that point, a contract will come into existence between you and us.
If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Product. This might be because the Product is out of stock, because of unexpected limits on our resources or those of our logistics service providers which we could not reasonably plan for because we have identified an error in the price or description of the Product, because we do not deliver to your requested location, or because we are unable to meet a delivery deadline you have specified. The countries where Products are available are indicated on the Site.
We will assign an order number to your order and we will inform you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
We will not make any changes to the Products you have ordered without good reason. Good reasons for us to make changes include: for our digital content, that we have released an updated version with additional security or functionality; and for the Device and the Mouthpiece, that legal or regulatory requirements have changed. If we need to make any other changes, we will contact you to confirm that you are happy with the changes. If you are not, you can cancel the Agreement and we will offer you a full refund of any amounts you have paid for Products that you will not then receive.
We may withdraw any Product. If we are going to stop providing a Product that we have agreed to provide on an ongoing basis, we will let you know at least 30 days in advance and will refund any sums you have paid in advance for Products which will not be provided. If we are going to stop providing a Product that is a one-off purchase, such as the Device, our withdrawal of the Product will not affect any contracts already agreed with you.
Article III. Pricing and Payment
Our prices are listed in dollars and all other applicable taxes. Delivery charges depend on the delivery location and method of shipment and will be displayed during the order process.
We only accept the payment methods indicated on the Site. When requested by our payment services provider, you must provide current, complete and accurate billing and payment information, and we will not be able to accept your order if any of the payment details you provide to the payment services provider are wrong. If the issuer of your credit card or your payment provider charges you a transaction fee, commission on currency exchange, or another charge relating to your order, you will be responsible for paying it.
We do not ship Products unless we have received payment first. If you do miss any regular payment for our Products, we will contact you to remind you to make payment, and we may restrict the use of the Products until payment is made. If we have to take any legal action to recover any amount you owe to us, you must pay our costs of collection, including lawyers’ or debt recovery agents’ fees.
For safety and hygiene reasons, the useful life of each Mouthpiece is 90 calendar days. After this time your Mouthpiece will be deactivated and you will need to purchase a replacement Mouthpiece to continue utilising the Device.
If you purchase your replacement Mouthpiece through a monthly subscription and the subscription is cancelled, your Mouthpiece will be deactivated at the end of the period for which you have paid.
From time to time we may make available discount codes or other reduced-price offers. When we do, these promotions will be governed by specific terms and conditions but, unless otherwise stated, only one discount can be applied to any order, and no individual customer may redeem more than one voucher or other offers per promotion.
Article IV. Delivery
Device: we will deliver the Device and replacement Mouthpieces to you in accordance with any information provided to you during the order process. If no information on delivery was provided during the order process, we will deliver the Device and Mouthpieces to you as soon as reasonably possible and in any event within 30 working days after the day on which we accept your order, subject to stock availability. You will be notified accordingly.
App: we will send you a verification code to activate the app, which is available at any time for download by you as soon as we accept your order and receive your payment.
We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the impact of the delay. Provided we do this we will not be liable for delays caused by the event but, if there is a risk of substantial delay, you may contact us to end the Agreement and receive a refund for any Products you have paid for but not received.
If the delivery address is outside the USA, you may have to pay import duties or other customs charges. You will be responsible for any such charges.
Article V. Return, Refund and Warranty Policy
If you are not completely satisfied with the eXciteOSA® therapy, you may return it to us for a full refund.
All Satisfaction Guarantee returns must be postmarked within 30 days of activation date. All returned items must be in original packaging.
Signifier Medical Technologies Ltd. provides a warranty to the original purchaser confirming the product will be free from defects in the material, components and workmanship for a period of 3 months for the Mouthpiece and 1 year (Control Unit only) from the date of purchase. For valid warranty claims, the user may return, after authorization, to their eXciteOSA® contact or to Signifier Medical Technologies. eXciteOSA® warranty does not include any misuse or abuse such as dropping or immersing the Control Unit in water or other liquid substance or tampering with the unit or normal wear and tear. Any evidence of tampering will void the warranty. This warranty does not apply to “wear and tear” that would occur with usage.
Refunds and Credits
After receiving your return and inspecting the condition of your item, we will process your refund (guarantee) or exchange (warranty). Please allow at least 7 working days to process the return from receipt of your item.
Refunds or credits may take 30 days to appear on your account statement.
We will notify you by email when your return has been processed.
The items that fall outside warranty period, cannot be returned [or exchanged].
The items that have evidence of tampering, cannot be returned [or exchanged]. For defective or damaged products, please contact us at customer support via the in-app chat or email us at [email protected]
To return or exchange an item, please submit a Returns Request Form at exciteosa.com/returns or email the Returns and Exchanges department at [email protected] to obtain a Return Merchandise Authorization (RMA) number. Please state whether you are requesting a satisfaction guarantee refund or a warranty exchange for the product.
After receiving a RMA number, place the item securely in its original packaging and mail your return using the shipping label provided via email.
For warranty claims, please use the prepaid shipping label enclosed with your replacement package to return the defective eXciteOSA®.
You can always end your Agreement with us
Your rights when you end the Agreement will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Agreement.
Right to change your mind
We offer a 30-day trial period during which you may return the Device to us and receive a partial refund if you do not like it. For more information on that, see the section below headed “Our discretionary money-back guarantee”.
In addition, under the Consumer Contracts Regulations 2013, you have a time-limited legal right to change your mind and receive a refund of the price you paid for the Device and the first Mouthpiece.
Your legal right to change your mind only applies where the Product’s hygiene seal remains intact.
As long as the hygiene seals are intact, your legal right to change your mind ends at the end of the 14-day period starting the day after delivery of the Device and the first Mouthpiece.
If you want to exercise your right to change your mind, you can use the cancellation form available on our website at https://exciteosa.com/cancellation-form/, and contact us directly at [email protected]. You can also let us know using the contact details set out in Article 1 above, or by any other clear method of communication, including our in-app chat function.
If you are changing your mind about our Device and the Mouthpiece, you must return it to us at 175 Highland Avenue, Needham, MA 02494, USA. You must pay the costs of delivery. Provided the hygiene seals are intact, we will refund the price you paid, including basic delivery charges (though not any additional costs for premium delivery), using the same payment method as you used to pay us. We will make the refund within 30 days from the day on which we receive the Device back from you or, if earlier, the day on which you provide us with evidence that you have sent the Device back to us.
Our discretionary money-back guarantee
Your legal right to return the Device and the first Mouthpiece, under the Consumer Contracts Regulations 2013, is set out above. That legal right ends when you break the hygiene seal on the Device and/or the Mouthpiece. However, we want to help you try the Device to see if it works for you. We, therefore, offer an additional money-back guarantee covering the cost of the Device excluding the retail price of the Mouthpiece which you can use at any time in the first 30 days starting the day after delivery of the Device and the first Mouthpiece, as long as you have used the Device in accordance with the Instructions for Use. This additional partial money-back guarantee does not affect your legal rights to return an unwanted product within 14 days (see “Right to change your mind”, above) or in relation to a faulty or incorrect product (see “If the Product is faulty”, below).
The terms of our additional money-back guarantee are as follows:
- It is only available to the original purchaser of the Device and the Mouthpiece.
- You must use the Device and the Mouthpiece in accordance with the instructions.
- You must let us know by sending an email to [email protected] that you want to return the Device and the Mouthpiece, no later than the 30th day starting the day after delivery of the Device and the Mouthpiece.
- You must return the Device and the Mouthpiece to us, at your own expense and in its original packaging, to 175 Highland Avenue, Needham, MA 02494, USA, to be received by us within the 14 days starting the day after you email us saying that you want to return the Device and the Mouthpiece.
- Provided your application for a refund complies with the conditions above, we will refund the original purchase price less the retail price of the Mouthpiece, not including the delivery charge.
If a Product is faulty or misdescribed
We have a legal duty to provide goods in conformance with the Agreement with you. If a Product is faulty or misdescribed, you may have a legal right to end the Agreement, to have the Product repaired or replaced, or to get some or all of your money back.
If you believe a Product is not in conformance with the Agreement or is faulty or not as we described it, please let us know using the contact details set out in Article 1 above, or by any other clear method of communication, including our in-app chat function.
Discretionary product warranty
In addition to your legal rights, if a Product is faulty or misdescribed (see “If the Product is faulty or misdescribed” above), we provide a manufacturer’s warranty to you confirming that the Product will be free from defects in its material, components and workmanship for a period of 3 months for each Mouthpiece and 1 year for the Device, in both cases from the date of purchase.
This warranty does not cover normal “wear and tear” that would occur with normal usage, or damage resulting from any misuse or abuse of the Product, such as dropping or immersing the device in water or other liquid or tampering with the Device.
To make a warranty claim, please let us know using the contact details set out in Article 1 above, or by any other clear method of communication, including our in-app chat function. You must return the defective Mouthpiece or Device to us, at your own expense and in its original packaging, to 109 Highland Avenue Suite 303, Needham, MA 02494, USA, to be received by us within the 14 days starting the day after you contact us saying that you want to claim under the warranty. Provided your application for a refund complies with the conditions above, we will refund the original purchase price, not including the delivery charge.
This warranty does not affect your legal rights referred to at “If the Product is faulty or misdescribed” and “Right to change your mind”, above.
Article VI. Our responsibility for loss or damage suffered by you
We are responsible to you for foreseeable loss and damage caused by us. We are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
We are not responsible to you for other types of loss and/or damage. In particular, we are not responsible for any loss or damage that: (a) is not foreseeable, (b) is caused by your misuse or careless use of the Products, (c) would have been avoided if you had followed the instructions in our online user manual at https://exciteosa.com/wp-content/uploads/2021/03/eXciteOSA_US_IFU.pdf, (d) is caused by any attempted repair, refurbishment or modification to the Device or the Mouthpiece not done by us, (e) comprises the normal wear of consumable parts, or other normal wear and tear and cosmetic damage unless occurring due to a defect in materials or workmanship, (f) is caused by use of incompatible third party accessories such as cables or incompatible third-party applications downloaded to the Device, (g) is caused by using the Device or the Mouthpiece outside the permitted or intended uses described by us, or (h) is caused by use of our Products with third party products unless such use was specifically directed or approved by us.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products, including the right to receive Products which are as described, match the information we provided to you and any sample or model seen or examined by you, of satisfactory quality, fit for any particular purpose made known to us, and supplied with reasonable skill and care; and for defective products under the Consumer Protection Act 1987.
If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
We are not liable for business losses under these Terms. As set out above, these terms only apply to Products supplied to consumers, for domestic and private use. If you use the Products for any commercial, business or re-sale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
Article VIII. Intellectual Property
Signifier owns valuable intellectual property in the Site and the Products and various features of them, such as content, product designs, logos, trade marks, text, 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. This intellectual property is owned by or licensed to Signifier and by buying our Products you do not obtain any rights to use it except to the extent necessary to use the Products for their intended purpose. You must not copy, adapt, retransmit or reverse engineer the Products or anything else from the Site or the Products without Signifier’s express prior written consent.
Article IX. Data Ownership and Privacy
Signifier collects certain personal information such as your name, phone number, e-mail address, shipping and billing address and other information so we can fulfil your order. Signifier also collects information about your Site usage, device information, location information, and web navigational data to enable us to enhance your experience on our digital platforms. In addition, Signifier also collects various personal information via the mobile application related to your use of the Products. For more information about Signifier’s privacy practices, please read our https://exciteosa.com/privacy-policy/.
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 data storage facilities; 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 analysed by Signifier in connection with its performance under the Agreement, including without limitation any analyses or reports of aggregated data.
Article X. Profile, Password, Security
You are responsible for (a) maintaining the confidentiality of any user ID, password or any other confidential information relating to your profile; and (b) all activities that occur under your password or profile. If anyone else learns your profile access details, or you suspect any unauthorised use of your password or profile, you must contact Signifier as soon as possible. Signifier is not responsible for any loss or damage you suffer as a result of someone using contact details obtained from you to access your profile up to the time you alert us.
When placing your order and dealing with us, the information you provide about yourself must be accurate, not misleading and complete, and you must update us promptly with any changes to that information. We are not responsible for any loss or damage you suffer as a result of providing incorrect information or failing to update information, such as being unable to access your profile.
Article XI. No Medical Advice
Signifier does not give medical advice or diagnoses, and you must not rely on information provided by Signifier to you as such. You should consult a doctor if you have a medical emergency or questions about a medical condition. We do not exclude liability for death or injury caused by our negligence, but otherwise we are not responsible for the consequences of your decision to rely on any information you obtain in connection with your use of the Products for medical purposes, which is at your sole discretion and risk. Signifier does not promise any particular results, regardless of whether you follow all the recommendations contained in the instructions for the use of the Products.
Article XII. Governing Law; Jurisdiction
This Agreement is governed by the laws of the Commonwealth of Massachusetts and you can bring legal proceedings in respect of the Products or the Agreement in the courts of Massachusetts.
Article XIII. Severability
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Article XIV. No Waiver
If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not request payment again but we continue to provide the Products, we can still require you to make the payment at a later date.
Article XV. Transfer of the Agreement
We may transfer our rights and obligations under this Agreement to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for Products not provided.
You need our consent to transfer your rights under this Agreement to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may not agree if we reasonably believe that the person to whom you intend to transfer the Agreement will not be able to pay our fees or may misuse our Products or breach this Agreement.
Article XVI. Third Party Rights
This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.
(Complete and return this form only if you wish to withdraw from the contract)
To Signifier Medical Technologies LLC, 175 Highland Avenue, Needham, MA 02494, USA, or [email protected].
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate