TERMS AND CONDITIONS

These TERMS AND CONDITIONS (this “Agreement”) concern the www.signos.com website (together with its pages, features, and functions, the “Site”) and mobile application that links to this Agreement (together with its sections, features, and functions, the “App”) and all associated services provided on, or throughout, the Site and the App (the “Services”). This Agreement is made and entered into by and between you, and any person helping you visit, access, register with or use the Site, the App or the Services (collectively, “you” or “your”), on the one side, and Signos, Inc. (“Signos”), on the other side. You and Signos are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

Please read this Agreement carefully before accessing, or using, the Site, the App or the Services as it constitutes a legally binding contract between you and Signos. You are automatically accepting and agreeing to the most recent version of this Agreement whenever you create, register with or log into an account on or through the Site or the App.  Similarly, you are automatically accepting and agreeing to the most recent version of this Agreement whenever you visit, access, register with, subscribe to or use the Site, the App or the Services; and your continuing visit, access, registration with, subscription to or use of any of the foregoing reaffirms your acceptance and agreement in each instance.

If you do not accept and agree to this Agreement in its entirety, you must not visit, access, register with, subscribe to, or use the Site, the App, or the Services. You are responsible for complying with these terms.

Signos reserves the right to update, change, or replace any part of this Agreement by posting updates and/or changes to the Site or communicating the update to the email address you shared with Signos.  It is your responsibility to carefully review this Agreement and your User Account (as defined below) each time you visit, access, register with, subscribe to or use the Site, the App or the Services.

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Signos is not a medical provider. The content of the Site, App, and Services is for information purposes only and does not constitute professional medical advice, diagnosis, or treatment. The Site, App and Services provide information and recommendations that support the facilitation of behavior change. You should always seek the advice of your physician or other qualified medical professional with any questions or concerns you may have regarding your individual needs and medical conditions. Reliance on any information appearing on The Site and/or The App is solely at your own risk. 

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1. Eligibility.

1. Eligibility. The Site, the App, and the Services are offered only to users eighteen (18) years of age or older, or otherwise the age of majority in each user’s respective jurisdiction, and who have accepted this Agreement.  By visiting, accessing, registering with, subscribing to or using the Site, the App or the Services, you represent and warrant to Signos that you meet these eligibility requirements. 
2. Parental Control. The Services may include the publication, distribution, or transmission of certain content that may not be suitable for children. Such content is intended only for persons who are at least eighteen (18) years of age. Signos is not responsible for policing, and does not track or police the age or maturity of its viewers. That responsibility falls on your or the parent or legal guardian of any child who may view such content. In other words, viewer discretion is advised.
3. Telemedicine. To the extent any healthcare providers are utilized to approve the eligibility of Users to utilize The Services, such healthcare providers are independent providers and are not employed by or affiliated with Signos. Signos’s relationship with its third-party telemedicine vendors, if any, is merely contractual, and these vendors are not subject to Signos’s direction or control. Therefore, their relationship should not be construed as fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers, contractors, or the like. Third-party telemedicine providers will not reach out to users directly, and no provider-patient relationship is created through the use of the Site or the App.
4. Informed Consent. The Site, App, and Services are involved with two voluntary studies. You do not have to be a part of this study if you do not want to, and you can leave the study at any time. To utilize The Services you must review, and agree to the voluntary study and its inclusion criteria within the Signos platform. A copy of the Informed Consent can be found in the App and provided at your request.

2. Privacy.

1. Privacy Policy.  Signos respects the privacy of others.  Signos’s policies concerning the collection and use of your personal information in connection with the Site or the App are set forth in the Signos Privacy Policy and California Supplemental Privacy Policy, which you should carefully review each time you visit, access, register with, subscribe to or use the Site, the App or the Services.

3. User Account.

1. User Account Set Up. You must register with, and create, a personal user account with Signos through the App (“User Account”), as well as reaffirm your acceptance of and agreement to this Agreement and those additional terms, conditions and policies referenced herein, as Signos may require from time to time. As part of the subscription process, you may be required to satisfy certain conditions precedent imposed by Signos (including, for example, providing additional information to Signos, entering into additional agreements with Signos), and paying certain subscription fees or other amounts.  Unless otherwise permitted by Signos in writing, you may only have one (1) non-transferable User Account.
2. User Account Activity and Information. You are responsible for maintaining the security of your account and fully responsible for all activity that occurs under your User Account. Accordingly, you should take all steps necessary to protect and keep secret your User Account details and access information (including your login name and password).  You should also communicate and maintain accurate, complete, and up-to-date information in your User Account (including, without limitation, maintaining a valid and current email address). Failure to do so may result in your inability to access, use or receive all or any part of the Site, the App or the Services and/or Signos’s termination of this Agreement. For the sake of security, you must immediately notify Signos if you suspect that a third party has gained access to or is making any use of your User Account without authorization.  For the avoidance of doubt, Signos has the unencumbered right to access, use, and to allow its agents, employees, representatives, contractors and vendors to access and use the information in your User Account to fulfill the obligations of this agreement.
3. User Account In Good Standing. To maintain a User Account in good standing, the following conditions must be met:some text
   • Active Subscription: Your account must have an active and paid subscription, with no overdue payments or outstanding balances.
   • Compliance with Terms and Conditions: You must adhere to all terms and conditions set forth by Signos, including appropriate usage policies, content guidelines, and behavioral standards.
   • No Suspensions or Bans: Your account must not be suspended, banned, or otherwise restricted due to violations of Signos's rules or policies.
   • Up-to-date Information: You must maintain accurate and current personal and payment information on your account.
   • No Fraudulent Activity: Your account must not be flagged for suspicious, fraudulent, or illegal activity.
   • Respect for Community Standards: You must respect and follow any community standards or guidelines, especially in social or interactive features of the service, if applicable.

4. Your Devices. The Site and Services can be accessed on various devices such as computers and smartphones. The App can only be accessed on a compatible mobile phone, as outlined on The Site. This Agreement applies to your use of the Site, App, and Services on any of these devices. Signos does not guarantee that the Site, App, or Services will work on all devices, software, operating systems, carriers, or networks. You are responsible for ensuring that your device, software, operating system, carrier, and network access are updated and compatible with the Site, App, and Services. By using the Site, App, or Services on your device, you agree that information about your usage, such as device identity and carrier/network details, may be shared with Signos and third parties. You are responsible for any fees, charges, and taxes from your device's carrier or network when using the Site, App, or Services. Signos is not liable for these costs.

5. Ownership. Signos owns the title rights and interests of The Site, App, and services included in this agreement. In no event shall you have or retain any rights, titles or interests in or to the Site, App, Services, or trademarks, other than those limited rights expressly granted to you under this Agreement. Nothing contained in this Agreement shall be construed as a waiver or limitation of Signos’s or its licensors’ respective rights and remedies under applicable law.

6. Rights, Permissions, and Consents.

1. License of the Site. Subject to the terms and conditions of this Agreement, Signos grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and view the various publicly displayed pages of the Site, and to view the information and content found thereon. If you have a User Account in good standing, then, subject to any associated payment, registration, and subscription obligations imposed by or with the prior consent of Signos, said license shall extend to the registration-only and/or subscription-only pages, features, or functions of the Site.  Your unauthorized use of the Site, the App or the Services, or any breach by you of this Agreement, automatically terminates this license.
2. License of the App. If you download the App to your mobile device, accept this Agreement, and fulfill payment and subscription requirements, Signos grants you a limited, non-exclusive, personal, revocable, non-transferable, and non-sublicensable license to use the App as intended for end users. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the App. If you sell or transfer your device, you must remove the App beforehand. If you have a User Account in good standing and meet all payment and subscription requirements, this license includes access to subscription-only sections of the App. Unauthorized use of the Site, App, or Services, or any breach of this Agreement, will result in the automatic termination of this license.
3. Electronic Signatures.  If your acceptance of this Agreement is further evidenced by your affirmative assent to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to this Agreement.  However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to this Agreement, as you agree that the conduct described in this Agreement as relating to your acceptance and agreement to this Agreement alone suffices.
4. License of the Services. If you have a User Account in good standing and fulfill any payment and registration obligations, Signos grants you a limited, non-exclusive, personal, revocable, non-transferable, and non-sublicensable license to access and use the Services available through the registration-only or subscription-only sections of the Site or App. Your use of the Services is limited to the country or jurisdiction where you established your User Account and to areas where Signos offers the Services. This license does not grant you the right to reproduce (except for permitted downloads), publicly perform, display, publish, distribute, transmit, or create derivatives of the Services or any related content. These activities are prohibited and will result in the automatic termination of your license. Signos may audit, repair, modify, or test the Site, App, and Services without prior notice and may exclude you from these activities. If this Agreement is terminated, your User Account is canceled, or you transfer your device to a third party, you must remove all downloaded content from your devices. Unauthorized use of the Site, App, or Services, or any breach of this Agreement, will result in automatic termination of this license.
5. License of User Materials. "User Materials" include all names, videos, photographs, information, communications, and other content that you submit or publish on or through the Site, App, or Services. This also includes content you submit or publish on social media accounts linked to your User Account, and any medical or diagnostic information you provide via the Site or App. By submitting User Materials, you grant Signos an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual, and worldwide license. This license allows Signos to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit the User Materials in any manner and form, whether known now or developed later. This use is at Signos's sole discretion to support the operation and promotion of the Site, App, Services, and Signos’s business. As described in Signos’s Privacy Policy and California Supplemental Privacy Policy, Signos may delete or dispose of personal or non-personal information at any time, unless otherwise required by law or another agreement.
6. Reservation of Rights. Nothing in this Agreement shall restrict or limit Signos’s rights, titles or interests in or to the Site, the App, the Services, the User Materials or any elements or derivatives of the foregoing.
7. Warnings; Disclaimers. Please note that User Materials may become publicly accessible. Except as required by applicable law or any other agreement with Signos, neither Signos nor its successors, assigns, transferees, or licensees are responsible for any liability arising from the use of User Materials in accordance with this Agreement. Signos expressly disclaims any such liability.

7. Suspension or Termination of Service; Disclaimer. Signos reserves the right to suspend or terminate all or any part of the Site and/or the App at any time, without notice, at its sole discretion. Signos will not be liable for any loss or damage resulting from such suspension or termination, including but not limited to refunds, lost profits, lost opportunities, monetary damages, disruption or loss of service, or loss of content. Signos shall not be liable to you or any third party for any loss or damage that is caused by or arises from or in connection with any such suspension or termination (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service or loss of content).  

8. Subscriptions.

1. Subscription Plans and Fees. Signos offers various subscription plans with differing terms and billing frequencies. Current plans and pricing details are available on The Site. Financing options are available for Signos’ quarterly and semi-annual subscription. The charge for each subscription plan order will be billed to the payment method used to create your subscription. If Signos is unable to complete your order with the payment method you used to create your subscription, your order will not be processed. Signos’ system will attempt to retry the payment method three (3) times before automatically deactivating your subscription. We may, in our sole discretion, terminate your subscriptions at any time without notice. If we do so, you will only be charged for orders that have been shipped or are currently being shipped to you.
2. Automatic Renewal. All subscriptions are set to auto-renew unless you cancel your subscription prior to the end of your term. When you enroll in a subscription and are approved, you will receive notice that your subscription and order have been created. Your subscription will thereafter automatically create a new order according to the term you selected, unless you cancel in accordance with the Cancellation provision herein, or change the subscription term within two (2) business days prior to shipment.  Prior to the processing of each subsequent order, you will receive a notice that your order will be processed. 
3. Cancellations. You have the right to cancel or adjust your subscription at any time up to 24 hours before the end of your term through The App. Cancellation will not result in a prorated refund for the current term. If you do not cancel or turn off the automatic renewal before the end of the current subscription period, your subscription will automatically renew for the same duration. If you are having any trouble canceling your subscription via The Site or The App, you may reach out to support@signos.com. Once your order is shipped, you are no longer eligible for a refund as Signos is unable to return the devices. If you cancel your subscription, you can continue using it until the end of the current period. Your subscription will not renew after it expires. Terminating a subscription during the initial period will incur a fee of up to $199.
4. App Usage. If you have a User Account in good standing, you will have full access to the subscription-only App for the duration of your subscription term plus an additional 30 days. Signos reserves the right to restrict or block access to any portion of the Site and App once the subscription term plus 30 days has elapsed without receiving further payment. This policy is subject to change at the discretion of Signos and does not create any assumed liability on the part of Signos. Ensure you review any updates regularly.
5. Subscription Pricing. To the extent permitted by law, the Subscription pricing amounts are subject to change by Signos as determined in its sole discretion. Additional information about Signos’s current Subscription pricing rates is available via signos.com. By accepting the terms and conditions of this Agreement, you understand and acknowledge that Signos reserves the right, but not the obligation, to increase its Subscription Fee rate amounts at any time and as Signos sees fit in its sole discretion.
6. Discounts. Signos may offer you a promotion or discounted Subscription Fee for accessing The App. If you were offered a discounted Subscription Fee, you will be charged the normal Subscription Fee applicable to your User Account at the end of the discounted period. This charge will occur within twenty-four (24) hours before the end of the current subscription period unless you disable automatic renewal in your account settings.

9. Payments.

1. Products and Services. Signos may offer, sell, license, or make available various products or services through the Site and/or the App, including the Services. Some products or services may require the completion and submission of an online form or other instructions provided by Signos. Transactions may be facilitated by Signos's third-party payment processing vendor, acting as an intermediary through an online platform or payment processing application. Signos reserves the right to refuse its products and services if it suspects any involvement in fraudulent or illegal activity.
2. Third Party Payment Processing Vendor. All credit card, debit card, and other monetary transactions on or through the App will be processed via an online payment application provided by a third-party vendor. This application is accessible through the Site and/or the App, including the Apple App Store or Google Play Store. Signos's relationship with its third-party payment processing vendors is purely contractual. These vendors are not subject to Signos's direction or control, and their relationship with Signos should not be construed as fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers, or contractors.
3. Payment Authorization. If you provide Signos with your payment information, you authorize Signos to: some text
   • Share your payment information with third-party payment processing vendors.
   • Obtain your updated payment information from your payment issuer, third-party payment processing vendors, and/or applicable third-party providers.
   • Capture a set amount of temporary funds for assurance until your full payment processes and/or capture the full payment amount.
4. Payment Obligations. You agree to be responsible for all amounts accrued under your account(s) with Signos, the Site, the App, or in relation to the Services. You also agree to be responsible for all payments, fines, penalties, and other liabilities arising from payments you authorize or accept on or through the Site and/or the App, including all fees, penalties, taxes, duties, expenses (including reasonable attorney fees), and interest incurred to collect any overdue amounts.
5. Accurate Payment Information. You represent and warrant that the payment information you provide on or through the Site and/or the App is current, complete, and accurate. You agree to promptly update your information in the App and/or notify Signos if:some text
   • Your payment information changes (e.g., change of address, expiration date)
   • Your payment method is canceled
   • You become aware of a security breach
6. Waiver of Claims; Unauthorized Payments. To the fullest extent permitted by law, you agree to waive all claims against Signos related to any unauthorized payments made on, through, or in relation to your account(s) with Signos, third-party payment processing vendors, any other third-party providers, and/or any other person or entity, whether authorized or unauthorized. If you believe an unauthorized payment has been made, you may submit a claim to Signos. Signos will conduct a reasonable investigation and may assist in correcting the alleged unauthorized payment, provided the claim is received within fifteen (15) days of the transaction. Submit your Unauthorized Payment Claim via email to legal@Signos.com with the subject line “Claim Concerning Unauthorized Payment.” In your claim, clearly state:some text
   • The date and approximate time of the transaction
   • The services involved in the transaction
   • The total amount of the transaction
   • Whether the transaction was made on or through the Site
   • Whether the transaction was made on or through the App, and if so, the version of the App
   • The parties involved in the transaction, including the buyer and seller
   • A detailed explanation of why you believe the payment is unauthorized
   • The amount you believe is subject to a refund
   • Your name, street address, city, state, zip code, and email address
7. Refunds, Returns, and Exchanges. All sales and payments related to the Site, the App, or any products and services offered through them (including the Services) are final, irrevocable, and not eligible for refund, return, or exchange unless otherwise agreed upon in writing between you and Signos. All returns/exchanges are subject to a $75 restocking fee. If your User Account is in good standing, Signos will replace sensors confirmed as failures during their intended lifetime after investigation. A maximum of three (3) goodwill replacement sensors will be provided in a twelve (12) month period. Sensor serial numbers are required for all replacements. Any requests for additional goodwill replacement sensors above these thresholds, will be handled by the Support leadership team according to their processes. Signos reserves the right to change these thresholds at any time at its discretion.

10. Electronic Communications.

1. Express Consent. You hereby consent to receive electronic messages from Signos and its affiliates. These messages may include push notifications, messages via the Site and/or the App, advertisements, commercial emails, informational emails, electronic notices, updates, newsletters, and marketing or promotional messages. Signos may send these messages through various means, including the Site, the App, the Services, your User Account, email, telephone, social media, or any other electronic media. By giving consent, you agree that these communications do not violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable laws. You are responsible for any voice, message, data fees, rates, charges, and/or taxes that may apply. Your consent is not required as a condition for purchasing or licensing any Signos products or services.
2. Opt-Out.  You can opt-out of receiving electronic messages from Signos by selecting or replying "Unsubscribe" to the electronic message received, or by contacting customer service at support@signos.com and requesting to be unsubscribed from electronic messaging. To stop receiving push notifications, disable this feature in your mobile phone settings or in your User Account settings. Opt-out of certain text messages (SMS or MMS) by following the opt-out instructions provided in the messages or by managing your communication preferences through your User Account. You acknowledge that opting out of these communications may affect your ability to receive or properly utilize the Site, the App, your User Account, and Signos's products or services, including certain messages and notifications.

11. Submissions. Signos does not accept unsolicited materials or ideas for businesses, inventions, content, or similar items. You acknowledge and agree that Signos, its content providers, and any other users of the Site or the App (including any Company) are not responsible or liable for the similarity of any information or content you submit, publish, provide, or make available on, through, or in relation to the Site, the App, the Services, or your User Account.

12. Prohibited Activities. You agree not to engage in any of the following activities regarding the Site, the App, or the Services:

• Impersonation: Impersonating any person or entity.
• Rights Violation: Infringing on intellectual property, privacy, or publicity rights of any person or entity.
• Unauthorized Reproduction: Reproducing the Site, the App, or the Services, or creating derivative works without authorization.
• Objectionable Content: Publishing content that is illegal or objectionable (e.g., indecent, obscene, defamatory, false, misleading, or abusive).
• Privacy Invasion: Publishing personal information or private facts without consent.
• Automated Content: Publishing machine-generated content.
• False Information: Providing false, misleading, or deceptive information.
• Traffic Manipulation: Engaging in activities to drive traffic or boost search rankings of third-party sites.
• Data Collection: Systematically retrieving or copying information to create a collection, compilation, database, or directory.
• Unauthorized Software or Hardware Use: Using software or devices to monitor, copy, disrupt, damage, interfere with, or access the Site, the App, or the Services. This includes purchasing devices/hardware from vendors outside of Signos.
• Security Breach: Decrypting, bypassing security, hacking, data mining, reverse engineering, or similar activities.
• Infrastructure Disruption: Overloading or interfering with the infrastructure.
• Unauthorized Access: Attempting to gain unauthorized access to systems, networks, or information.
• Improper Conduct: Any other act that Signos believes in good faith is improper, illegal, or harmful.

If you inform a Signos employee or engage in any prohibited activities your access to the Site, the App, or the Services will be terminated.

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13. Links to Other Sites, Apps, Networks, Platforms and Servers.

1. Linked Technologies. The Site, the App, the Services, and related communications may contain links to third-party websites, networks, platforms, servers, and applications (collectively, “Linked Technologies”). Conversely, third-party sites and platforms may link to the Site, the App, and the Services, including those related to DexCom. Signos does not control the Linked Technologies. These links are provided for your convenience and may serve various purposes.
2. Disclaimer About Linked Technologies. Signos is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items found on or excluded from the Linked Technologies. This includes, but is not limited to, malicious software, spyware programs, inaccurate information, and illegal content. Signos makes no representations or warranties (express, implied, or otherwise) regarding the terms of use, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes, or other items found on or excluded from the Linked Technologies. Links to or from Linked Technologies do not imply affiliation, association, or endorsement by Signos of the Linked Technologies or their content. If you choose to access any Linked Technologies, you do so at your own risk.

14. Removed Access. Signos reserves the right, but not the obligation, to remove or exclude any communications, names, photographs, information, or content submitted by you or others on or through the Site or the App without notice or recourse if Signos, in its sole discretion, believes the content to be:

• Infringing on proprietary, privacy, or publicity rights
• Plagiarized
• Defamatory or disparaging
• Embarrassing to any person or entity
• Disclosing confidential, private, or personal information without consent
• Profane, indecent, or obscene
• Racist, sexist, or otherwise derogatory based on race, nationality, religion, gender, gender identification, or sexual orientation
• Threatening or abusive
• Illegal, false, misleading, or deceptive
• Inciting violence or constituting hate speech
• A political attack on a group or individual

Signos may take such action at any time and without prior notice.

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15. Copyright Infringement. Signos respects the copyrights of others and prohibits users from uploading, posting, distributing, or transmitting materials that violate copyrights. Signos reserves the right to terminate access to the Site and/or the App without notice or recourse for repeat copyright infringers. These procedures are intended to comply with 17 U.S.C. § 512 and any other applicable laws. By visiting, accessing, registering with, subscribing to or using the Site or the App, you are automatically agreeing to comply with the following procedures.

1. Removed Notice. To report any materials or information location tools (e.g., hyperlinks) on the Site or the App that violate the copyrights of others, you must send Signos a written communication that includes substantially the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

2. Counter-Notice. If you believe that any material you have uploaded, posted, distributed, or otherwise transmitted on the Site or the App has been removed by mistake or misidentification, and if you have the right to upload, post, distribute or otherwise transmit the material at issue, then you may send Signos a written communication that includes substantially the following:

• A physical or electronic signature of the subscriber;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under 17 U.S.C. § 512(c)(1)(C) or an agent of such person.

3. Copyright Administrator. The foregoing written communications (i.e., the above-described takedown notice, and the above-described counter-notice) must be sent to the following designated agent of Signos:
   Signos, Inc.
   ATTN: Copyright Agent
   2625 Middlefield Road, #720
   Palo Alto, CA 94306
   tel.:  (650) 263-4502
   email: legal@signos.com

16. User Representations, Warranties, and Covenants. You represent, warrant and covenant to Signos that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state or local laws which may concern the Site, the Site’s servers, the App, the Services or any information, communications or content found on or through them; (g) you are the exclusive owner of all rights, titles and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity and rights of privacy) and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass or disclose confidential, private or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is profane, indecent, obscene, threatening, abusive, illegal, false, misleading or any form of spam, malware, virus, bug, bot, spyware or other malicious or tracking technology; (l) Signos is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Signos in connection with your access or use of the Site, the App and the Services is truthful and accurate; and (o) you are not listed on any United States government list of prohibited or restricted parties.

17. Product and Services Disclaimers and Limitations.

1. General Disclaimer.  Your visit, access, registration, subscription, or use of the Site, App, and any products or services available through them (including the Services) is at your own risk. The Site, App, products, services, and all related information, communications, content, and features are provided "as is," "where is," "as available," and "with all faults." Signos makes no representations or warranties of any kind, whether direct, indirect, oral, written, express, or implied, regarding (1) The Site, App, products, and services and (2) The success, performance, functionality, quality, completeness, accuracy, reliability, marketability, or safety of these elements. Signos expressly disclaims all express and implied warranties, including but not limited to (1) Implied warranties of merchantability, fitness for a particular purpose, good faith, fair dealing, title, non-infringement, performance, functionality, quality, completeness, accuracy, reliability, and safety. (2) Warranties arising from conduct, course of dealing, custom, and usage in trade. Signos has not made any affirmation of fact, promise, or warranty, express or implied, beyond the terms of this Agreement.
2. Disclaimer About Products and Services. All descriptions, images, references, features, content, specifications, products, and prices offered by Signos via the Site or App (including the Services) are subject to change without notice. Weights, measures, and other descriptions are approximate and provided for convenience only. The inclusion of any products or services on the Site or App does not guarantee their availability. Medical products are subject to all warnings, limitations, and restrictions from the manufacturer. You are responsible for complying with all local, state, federal, and international laws regarding the receipt, possession, use, and sale of any product or service purchased via the Site or App, including age requirements. Signos reserves the right, with or without prior notice to you, to do any one or more of the following:  (i) limit the available quantity of or discontinue any such product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code or other similar promotion; (iii) bar you from making or completing any transaction on, through or in relation to the Site, the App or the Services; and (iv) refuse to provide you with any such product or service.
3. Disclaimer About System Delays. You understand and acknowledge that the Site, the App, and/or the Services may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of Signos’s control. Accordingly, Signos shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities or damages associated with the Site, the App and/or the Services that result from any system delays, downtimes, interruptions or other failures of or problems with the Site, the App and/or the Services that are outside of Signos’s control (including, without limitation, scheduled maintenance or network failure).
4. Disclaimer About Certain Information, Communications and Content. Opinions, advice, reviews, statements, offers, or other information, communications, or content found on or through Signos, the Site, the App, the Services, or any third-party providers (including online forums, other websites, advertisements, and social media pages) are those of their respective authors, not necessarily those of Signos. Authors are solely responsible for the accuracy of their information, communications, or content. Signos does not guarantee, adopt, or endorse the accuracy, completeness, reliability, or usefulness of any information, communications, or content, even if authored by Signos. Under no circumstances shall Signos be liable for any loss or damage caused by your reliance on any such information, communications, or content. Signos does not provide any services (including the Services) that require a medical license.
5. Disclaimer About User Activities. You acknowledge that any user statements or activities submitted on or through the site and/or the app are provided by third parties over whom Signos does not have control. Signos does not actively screen or censor any User Accounts or other user statements or activities on, through or in relation to the Site, the App or the Services, and Signos makes no representations or warranties of any kind or nature about any User Accounts or other user statements or activities. Signos does not have any obligation to screen any  User Accounts or other user statements or activities, though Signos may exclude or remove User Account or other user statements or activities from the Site or the App for any or no reason. Signos cannot confirm the accuracy or completeness of any user statements or activities submitted on or through the Site, the App or the Services, and Signos assumes no responsibility for, and disclaims any and all liability in relation to, the content, accuracy, completeness, legality, reliability or availability of any user statements or activities (including, without limitation, any communications sent to You by other users in connection thereto).
6. Limitation of Liability. Signos, including its officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees, shall not be liable for any direct, indirect, punitive, or special damages. This includes, but is not limited to, legal costs, attorney fees, lost profits, replacement costs, or repair costs. Liability is excluded for damages arising from:

• Your visit, access, registration, subscription, or use of the Site, App, or Services, or your inability to do so.
• Any products or services made available through the Site or App (including the Services).
• Statements, content, or conduct of any third party in relation to the Site, App, or related products, services, and pharmacy.
• Unauthorized access to or alteration of your personal information.
• Hacking, denial of service attacks, data security breaches, or other third-party conduct compromising your personal information or damaging your devices, software, operating systems, files, carriers, networks, or user account.
• Transmission, download, or infection of any malicious software, system, program, file, or application leading to a compromise of your personal information or damage to your devices, software, operating systems, files, carriers, networks, or user account.
• Reliance on any information, content, or communications from the Site, App, or related products or services.
• Acts, errors, or omissions of any third-party providers.

If you are dissatisfied with the Site, App, or any products or services offered through them (including the Services), your sole remedy is to discontinue use of the Site, App, and such products or services.

7. No Injunctive Relief.  If Signos breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Site, the App and/or any products or services made available on, through or in relation to the Site or the App (including, without limitation, the Services) as a result of such breach or other violation.  For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).
8. Limitation of Remedies.  If Signos breaches or otherwise violates this Agreement, then in no event shall you be entitled to recover any special, incidental, consequential, speculative or punitive damages arising out of or in relation to such breach or other violation, even if Signos has been notified of the possibility of such damages; and in no event shall Signos’s liability under this Agreement exceed the amount of subscription fees, if any, that you have actually paid directly to Signos under this Agreement within the six (6) month period immediately preceding the date of such breach, if any, or other violation of this Agreement, or the non-subscription amount paid by you to purchase any products or services that are the subject of the dispute, controversy or claim, if any.
9. Consumer Protections.  The disclaimers and limitations set forth in this Section 17 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

18. General Release of Claims. You release and hold harmless Signos, including its officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees, from all claims you have or may have against them. This includes claims for infringement, violation of privacy or publicity rights, defamation, disparagement, unpaid benefits or wages, overtime, discrimination, personal injury, property damage, negligence, and any other legal theory arising from or related to the Site, App, products or services (including the Services), and the rights and privileges granted under this Agreement.

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You waive the right to seek to enjoin Signos or its associated entities or exercise any rights or privileges granted under this Agreement, including those related to User Materials.

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You waive any rights under Section 1542 of the California Civil Code and similar statutes or common law principles, which state: "A general release does not extend to claims that the creditor does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

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19. Indemnification.  You hereby agree to indemnify, release and hold harmless Signos and Signos’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable outside attorney fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors or omissions, (b) your use of the Site, the App or any products or services made available on, through or in relation to the Site or the App (including, without limitation, the Services) in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.

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20. Term; Termination; Survival.  This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions of this Agreement.  Signos may terminate this Agreement at any time, for any or no reason, and without notice to you (including, without limitation, if Signos believes that you have violated or acted inconsistently with any term or condition of this Agreement).  You may terminate this Agreement at any time and for any or no reason by cancelling your User Account or applicable subscriptions and fees with Signos.  If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Signos, and the following shall survive in perpetuity:  (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to and/or accrued in favor of Signos and/or any of Signos’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications and promises made by you under this Agreement.

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21. Governing Law.  This Agreement, including the additional terms, conditions, and policies referenced herein (such as the Site and App’s Privacy Policy and California Supplemental Privacy Policy), and all aspects of your interaction with Signos—such as visiting, accessing, registering, subscribing, or using the Site, App, and Services, any transactions made through the Site or App, your purchase or use of any products or services offered through the Site or App, all information, communications, and statements made through the Site or App, and your consent to receive communications from Signos via electronic means (e.g., email, telephone, text message)—shall be governed by the laws of the State of California and applicable federal laws of the United States of America. This applies regardless of the place of execution, performance, or any conflicts of law analysis. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

22. Dexcom Hardware. Signos is a reseller of DexCom hardware devices subject to mutually agreed upon terms and conditions between the Parties. All DexCom hardware devices used in good order by any Party in conjunction with or association with a User Account in good standing and compliant with this Agreement are manufactured by and sold by DexCom, subject to their own terms and conditions and publicly available information.

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23. Dispute Resolution.

1. Binding Arbitration. Each Party irrevocably submits all disputes, controversies, and claims arising from or related to this Agreement, including referenced terms, policies (e.g., Signos’s Privacy Policy and California Supplemental Privacy Policy), the Site, the Services, transactions, products, and the Parties’ relationship (collectively, "Disputes"), to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (JAMS) or its successor. Arbitration shall be the sole and exclusive method for resolving Disputes. The arbitration shall be final, binding, and confidential. Each Party waives the right to a trial by jury or to participate in any class action proceedings.

1. Arbitration Rules. The arbitration shall be conducted by a single arbitrator under the JAMS Comprehensive Arbitration Rules & Procedures ("JAMS Rules"), supplemented by the Federal Rules of Civil Procedure and Federal Rules of Evidence where applicable. In case of conflict, this Agreement governs over the JAMS Rules, and the JAMS Rules govern over the Federal Rules of Civil Procedure and Federal Rules of Evidence. This section is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.
2. Arbitration Process, Location, and Procedures. The initiating Party shall serve written notice of arbitration per the JAMS Rules. The arbitration will be held in Burlingame, California, USA, and conducted in English. The arbitrator shall be selected according to the JAMS Rules unless otherwise agreed by the Parties. All issues regarding the scope or arbitrability of any Disputes shall be decided by the arbitrator, who must adhere to this Agreement and applicable law.
3. Arbitration Decisions and Awards. The arbitrator shall render a written decision within forty-five (45) calendar days after the close of evidence and briefing, based on applicable law, with written findings of fact and conclusions of law. The arbitrator cannot award punitive, exemplary, or consequential damages unless authorized by law. The arbitrator may award attorney fees and expenses if permitted under this Agreement or applicable law. The arbitrator’s decision is final, binding, and confidential. Judgment on the award may be confirmed and enforced by any competent court in California or appropriate jurisdiction. 
4. Arbitration Fees and Expenses. JAMS’s fees and arbitrator’s expenses shall be shared equally among all parties, with the prevailing party potentially recovering its share if permitted under this Agreement or applicable law.
5. Litigation; Waiver. For Disputes not subject to arbitration, each Party submits to the exclusive jurisdiction and venue of the state courts of San Mateo County, California, and the U.S. federal courts in the Northern District of California, waiving objections to venue.
6. Waiver of Jury Trial and Class Action. Regardless of the dispute's resolution method, each Party waives the right to a jury trial and participation in class actions or proceedings.

24. Notice.  Unless otherwise expressly stated in this Agreement, Signos may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Site and/or the App, as applicable, by email to the email address associated with your User Account or by posting to your User Account, and all such notices shall be deemed effective as of their stated effective dates.

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25. Relationship.  In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Site, the App, the Services or a Party’s visit to, access of, registration with, subscription to or use of the Site, the App and/or the Services create any type of fiduciary, franchise, agency, employment, independent contractor, partnership or joint venture relationship between you or Signos.

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26. Additional Terms Regarding DexCom. Notwithstanding anything to the contrary in this Agreement, to the extent you access or use any Dexcom product on or through the Site, the App, and/or the Services, you hereby expressly agree that any data provided from a DexCom hardware device, transmitted through any form determined by the Parties and provided by DexCom to you on or through the Site, the App, and/or the Services is provided on an “as is” basis and without any warranty or other term that contradicts, expands, or differs from any express warranties and/or terms published or otherwise made available to you by DexCom or listed on the DexCom website at www.dexcom.com.

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27. Several Notes About This Agreement and Apple. The following addresses certain matters with respect to Apple Inc. (“Apple”) and/or the so-called “Usage Rules” set forth in Apple’s App Store Terms and Conditions (located at http://www.apple.com/legal/internet-services/itunes/us/terms.html) as of the effective date hereof (“Apple’s Usage Rules”):

1.  Acknowledgement.  The Parties hereby acknowledge that:some text
   1. This Agreement is between the Parties only and not with Apple;
   2. Apple is not responsible for the App or the content thereof;
   3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
   4. Apple is not responsible for addressing any claims you or any third party have or may have relating to the App or your possession and/or use of the App, including, without limitation, (i) product liability claims, (ii) any claim that such App fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation, and (iv) intellectual property infringement claims;
   5. This Agreement’s usage rules for the App are not intended to be less restrictive than Apple’s Usage Rules;
   6. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement; and
   7. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof.
2. Amended Scope of Limited License – The App.  If you download, access or use the App from or through Apple’s App Store, then the limited license(s) granted to you hereunder with respect to the App (see Section 6(b) above) is/are hereby amended to add the following restriction:  you may not use the App on any device other than the Apple-brand device (e.g., iPhone, iPod Touch, iPad) that you own or control or in any manner that is contrary to Apple’s Usage Rules.

28. Excused Performance.  Signos is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.

1. Assignment and Delegation.  You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Signos’s prior written consent in each instance.
2. Construction and Interpretation.  This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.
3. Headings.  Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms or conditions of this Agreement.

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29. Severability.  If any term or condition of this Agreement is deemed invalid or unenforceable by the arbitrator or (if applicable) a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said arbitrator or court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.

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30. Conflicting Terms. If you are a Company and there is a conflict between any provision in this Agreement and a provision in a separate written service agreement between you and Signos, the provision in the separate service agreement will govern and control.

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31. Contact Us.  Please direct any questions you may have about the Site, the App, the Services, or this Agreement to support@signos.com, with a subject line of “Website Question.”  The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Agreement.

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32. Last Modified.  This Agreement was last modified on, and is dated effective as of, July 15, 2024

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