TERMS OF SERVICE FOR AUSTRALIA AND NEW ZEALAND

Welcome

WELCOME TO THE ZIMMER BIOMET SURGEON NETWORK (THE SITE), WHICH IS OWNED AND OPERATED BY ZIMMER BIOMET HOLDINGS INC. AND ITS AFFILIATES OR SUBSIDIARIES INCLUDING ZIMMER BIOMET PTY LTD AND ZIMMER BIOMET NEW ZEALAND COMPANY (COLLECTIVELY, ZIMMER BIOMET). PLEASE READ THESE TERMS AND CONDITIONS OF USE (TERMS OF USE) CAREFULLY.

 

BY ACCESSING OR USING THE SITE, BY USING ANY INTERACTIVE AREAS OF THE SITE (DEFINED BELOW), OR BY UPLOADING, BROWSING, VIEWING OR DOWNLOADING ANY MATERIAL FROM THE SITE, YOU AS USER AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT USE THE SITE OR ANY OF THE INTERACTIVE AREAS (DEFINED BELOW) AND DO NOT ACCESS ANY VIDEOS. WE SUGGEST YOU PRINT A COPY OF THESE TERMS OF USE FOR YOUR RECORDS. NOTHING IN THESE TERMS OF USE WILL BE CONSTRUED TO CONFER ANY RIGHTS OR BENEFITS ON THIRD PARTIES.

 

Access to the Site

Before you start using the Site or access any Interactive Areas or Materials, you must complete the online registration process by providing accurate, current and complete information (Registration Data), and accepting these Terms of Use and the Privacy Policy. By completing the registration process, you represent that you are at least eighteen (18) years of age and are a qualified surgeon. Upon Zimmer Biomet’s acceptance of your registration, in Zimmer Biomet’s sole discretion, Zimmer Biomet will provide you with log-in identification and a unique password. You will be solely responsible for the safe custody of your log-in identification and password and to avoid its misuse by any third party. Zimmer Biomet does not guarantee the continued availability of the Site or its use. Zimmer Biomet reserves the right to deny your registration request or to terminate or suspend your access at any time, with or without any reason. In consideration of your use of the Site, you agree to (a) maintain the security of your password and identification; (b) maintain and promptly update the Registration Data, and any other information you provide to Zimmer Biomet, to keep it accurate, current and complete; and (c) accept all risks of unauthorized access to the Registration Data and any other information you provide to Zimmer Biomet.

 

Privacy Policy

Please refer to the Site's Privacy Policy (Privacy Policy) for information on how Zimmer Biomet collects, uses or discloses personal information from users of the Site. By using the Site you acknowledge, and agree to, the Privacy Policy. If you are a resident of any country outside the United States, including, but not limited to, any country within the European Union, you understand and agree that Zimmer Biomet stores and processes your personal information on computers located in the United States, and that by providing any information to Zimmer Biomet, you consent to the transfer of such information to the United States.

 

Your Registration Data will be used in connection with this Site. From time to time, Zimmer Biomet may use such information to contact you regarding topics of potential interest to you. If at any time you do not wish for your Registration Data to be so used, please send a mail to Zimmer Biomet at [Anna, insert email address]. During your registration process, you will also be given the opportunity to opt in to receiving email notifications/updates from the Site if you so choose.

 

Copyright and Limited License

Unless otherwise indicated in the Site, the Site and all content and other materials on the Site, including, but not limited to, Zimmer Biomet logos and all designs, text, graphics, logos, icons, images, photographs, audio clips, videos, digital downloads, data compilations, software and the selection and arrangement thereof (collectively, the Materials) are Zimmer Biomet property and are protected by United States and/or international copyright laws.

 

Any use of the Site or of any Materials not owned by you, other than as specifically authorized herein, without Zimmer Biomet’s prior written consent, is strictly prohibited and will terminate the license granted herein and constitute a breach of the license granted herein. Such unauthorized use may also violate applicable laws, including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes. Unless otherwise expressly stated herein, nothing in these Terms of Use will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. In the event any license (which is not expressly granted under these Terms of Use to you) is otherwise deemed to be granted to you by operation of law or otherwise, you hereby irrevocably assign to Zimmer Biomet forever all right, title and interest therein, without any fee. In addition, such license will be revocable by Zimmer Biomet at any time without any penalty.

 

Trademarks

Zimmer Biomet and all other Zimmer Biomet products and service names, logos and slogans contained in or displayed the Site are Zimmer Biomet’s (or our supplier's and licensor's) trademarks or service marks and may not be copied, imitated or otherwise used, in whole or in part, without Zimmer Biomet’s prior written consent. You may not use any metatags or any other hidden text utilizing Zimmer Biomet or any other of its names, trademarks, service marks or products or service names, without Zimmer Biomet’s or the applicable trademark holder’s prior written consent. In addition, the look and feel of the Site, including, but not limited to, all page headers, custom graphics, button icons and scripts, is Zimmer Biomet’s service mark, trademark and/or trade dress and may not be copied, imitated or otherwise used, in whole or in part, without Zimmer Biomet’s prior written consent. All other trademarks, registered trademarks or service marks, product names and company names and logos mentioned in or displayed on the Site are the property of Zimmer Biomet or their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, service mark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Zimmer Biomet. You understand that any consent required of Zimmer Biomet under these Terms of Use may be withheld by Zimmer Biomet in its sole discretion, without or without any reason.

 

Electronic Communications

When you visit the Site or send emails to Zimmer Biomet, you communicate with Zimmer Biomet electronically and consent to receive communications from Zimmer Biomet electronically. We may communicate with you by: (a) email to your email address indicated in your communications with Zimmer Biomet, (b) posting general notices on the Site, or (c) posting messages that are displayed to you when you log in to or access the Site. You agree that all agreements, notices, disclosures and other communications that Zimmer Biomet provides to you electronically satisfy any legal requirement that such communications be in writing.

 

User Content and Interactive Services or Areas

The Site includes (or may include in future) content hosting and storage services, discussion forums, user generated content or other interactive areas or services (collectively, Interactive Areas), including, but not limited to, galleries, forums, chat rooms, blogs, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store content, messages, materials, data, information, text, music, sound, photos, video, graphics, code or other items or materials on the Site (collectively, User Content). You are solely responsible for your use of and access to the Interactive Areas and you will use the Interactive Areas at your own risk.

 

By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

 

  1. Any User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including, but not limited to, any User Content containing nudity that would be unacceptable in a public museum where minors visit;
  2. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of Zimmer Biomet or others, endanger national security, or that would otherwise create liability or violate any local, state, national or international law;
  3. User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of Zimmer Biomet or others.. By posting any User Content, you represent and warrant that you have the lawful right to use, display, distribute, and reproduce such User Content;
  4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. Unsolicited promotions, political campaigning, advertising or solicitations;
  6. Private information of Zimmer Biomet or others, including, but not limited to, addresses, phone numbers, email addresses, Medicare or other government department identification numbers, credit card numbers or other personal data;
  7. Viruses, corrupted data or other harmful, disruptive or destructive files; and
  8. User Content that, in Zimmer Biomet’s sole judgment, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose Zimmer Biomet or its users to any harm or liability of any nature or type.

 

Although Zimmer Biomet prohibits certain activities in these Terms of Use, Zimmer Biomet does not control and takes no responsibility or liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Zimmer Biomet liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter by use of the Site, including the Interactive Areas. Your use of the Site and the Interactive Areas is at your own risk. As a provider of interactive services, Zimmer Biomet is not liable for any statements, representations or User Content provided by our users in any public gallery, forum, personal home page or other Interactive Area. Zimmer Biomet has no obligation to screen, edit or monitor any User Content posted in any Interactive Areas. Judgments as to the acceptability of User Content are at Zimmer Biomet’s sole discretion, and Zimmer Biomet reserves the right, and has absolute discretion, to remove, screen or edit the Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.

 

You understand and acknowledge that any User Content contained in public postings, including, but not limited to, any portions of the Site that may be designated as private, will be accessible to the public and could be accessed, indexed, archived, linked to and republished by others, including, but not limited to, appearing on other websites and in search engine results. Therefore, you should be careful about the nature of the Content you post. Zimmer Biomet will not be responsible or liable for any third party access to or use of the User Content you post. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you post, or you otherwise have the right to post such User Content to the Site and to grant the rights granted herein; (b) the User Content you supply is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

 

If you post User Content to the Site, unless we indicate otherwise, you grant Zimmer Biomet a non-exclusive, royalty-free, perpetual, irrevocable and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Site. You grant Zimmer Biomet and sub-licensees the right to use the name that you submit in connection with such content, if they choose.

 

In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Zimmer Biomet’s systems and customers, or to ensure the integrity and operation of Zimmer Biomet’s business and systems, Zimmer Biomet may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addresses and traffic information, usage history, and posted User Content. Zimmer Biomet’s right to disclose any such information shall govern over any terms of the Privacy Policy.

 

Submissions

By posting any content on the Site, you grant Zimmer Biomet a perpetual, non-exclusive, royalty-free right to use, publish, distribute, reproduce, perform, adapt and display such content on the Site, including, but not limited to, the right to use the name that is submitted in connection with such content. You further understand and agree that, in order to help ensure smooth operation of the Site, Zimmer Biomet may keep backup copies of such content indefinitely. Notwithstanding the foregoing, you acknowledge and agree that any materials, including, but not limited to, questions, comments, suggestions, feedback, ideas, plans, creative materials or other information or work of authorship, provided by you (Contributions) in the form of email or other submissions to Zimmer Biomet or otherwise posted on the Site will become Zimmer Biomet’s sole property. Zimmer Biomet will own worldwide and exclusive rights, including, but not limited to, all intellectual property rights embodied therein, and will be entitled to the unrestricted use and dissemination of such Contributions for any purpose, commercial or otherwise, without acknowledgment or compensation or reimbursement of any kind to you. By making such Contributions, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Zimmer Biomet is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Zimmer Biomet will be entitled to use or disclose (or choose not to use or disclose) any Contributions for any purpose, in any way, in any media worldwide; (d) Zimmer Biomet may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become Zimmer Biomet’s property without Zimmer Biomet’s having any obligation to you; and (f) Zimmer Biomet may, but are not obligated to, review or monitor areas on the Site where users may transmit or post communications.

 

DISCLAIMER OF WARRANTIES

THE SITE, THE MATERIALS, THE VIDEOS, AND THE CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE ARE PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND - WHETHER EXPRESS, IMPLIED OR STATUTORY AND WHETHER ARISING OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR TRADE. TO THE EXTENT PERMITTED AT LAW, ZIMMER BIOMET EXPRESSLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

 

ZIMMER BIOMET DOES NOT REPRESENT OR WARRANT THAT THE MATERIALS, THE VIDEOS, OR THE CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, FREE OF DEFECT, STABLE OR ERROR-FREE OR THAT THE SITE, ITS WEB SERVERS OR ANY EMAIL SENT BY ZIMMER BIOMET OR FROM THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZIMMER BIOMET IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. ZIMMER BIOMET ALSO MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS - WHETHER EXPRESS, IMPLIED OR STATUTORY AND WHETHER ARISING OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE OR USE - REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SITE AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SITE, THE MATERIALS, THE VIDEOS OR THE CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE.

 

LIMITATION OF LIABILITY

REGARDLESS OF WHETHER ANY REMEDY SET OUT HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL ZIMMER BIOMET, OUR LICENSORS, OR OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE THE SITE, THE MATERIALS, THE VIDEOS, THE CONTENT OR OTHER INFORMATION CONTAINED IN OR ACCESSED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS OF USE FOR ANY CLAIMS IS LIMITED TO THE NET AMOUNTS RECEIVED BY US FROM YOU, IF ANY, FOR ACCESS TO OR USE OF THE SITE, THE MATERIALS, THE VIDEOS AND/OR THE CONTENT AT ISSUE. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

Disclaimer of Tort Liability

The foregoing warranties and remedies are EXCLUSIVE and you waive and release all other warranties, obligations, and liabilities of Zimmer Biomet and all other remedies, claims, and rights that you may have relating in any way to the Site, the Materials, the Videos and the Content, whether arising from contract, warranty, strict liability or tort or from Zimmer Biomet’s negligence, tort or other fault, including, but not limited to, claims for loss of or damage resulting from the use or access to any videos.

 

Indemnification

You agree to indemnify, defend and hold Zimmer Biomet, its Affiliates, and their respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers) (collectively, the Indemnified Parties) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities and expenses (including, but not limited to, damage awards, settlement amounts, and reasonable attorneys' fees) brought against any Indemnified Parties, arising out of or relating to. (a) your use of the Site, the Materials, the videos or the Content (including, but not limited to, your use, installation or service of the Materials, the videos or the Content); (ii) your conduct; (c) your failure to perform your obligations under these Terms of Use (including, but not limited to, your violation of these Terms of Use); and/or (d) your violation of the rights of any third party.

 

Termination

Notwithstanding any of these Terms of Use, Zimmer Biomet reserves the right, without notice and in our sole discretion, to terminate your license to use the Site, and to block or prevent future your access to and use of the Site.

 

Update to Terms of Use

Zimmer Biomet reserves the right to change or modify any of the terms and conditions contained in these Terms of Use or any policy or guideline of the Site, at any time and in Zimmer Biomet’s sole discretion. Any such changes or modifications will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Site or the Interactive Areas (defined below) or the access or use of any video following the posting of such changes or modifications constitutes your acceptance thereof. If you do not agree to any changes or modifications to these Terms of Use or to any applicable policies or guidelines on the Site, your sole recourse is to stop using the Site and the Interactive Areas, and do not access or use any videos.

 

Miscellaneous

Your use of the Site is subject to all applicable local, state, national and international laws and regulations. These Terms of Use and your use of the Site will be governed by and construed in accordance with the laws of Australia. You agree that any action at law or in equity arising out of or relating to these Terms of Use will be filed only in the courts of Australia. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use. You will not assign any of your rights and obligations under these Terms of Use without Zimmer Biomet’s prior written consent. Nothing in these Terms of Use will restrict or limit any assignment by Zimmer Biomet of its rights or obligations herein to third parties, including, but not limited to, Zimmer Biomet Affiliates. If any provision of these Terms of Use is found to be void or unenforceable, then the remainder will have full force and effect, and the invalid provision will be partially enforced to the maximum extent permitted by law to effectuate the purpose of these Terms of Use.