Terms of Use

WELCOME TO THE ZB MARKETSMART WEBSITE. THESE TERMS OF USE (“TERMS OF USE”) GOVERN YOUR (“USER,”“YOU” OR “YOUR”) USE OF THIS ZIMMER WEBSITE (“WEBSITE”) THAT IS PROVIDED BY ZIMMER BIOMET. (“ZIMMER BIOMET,” “WE” OR “OUR”). YOUR USE OF THE WEBSITE CONFIRMS YOUR ACCEPTANCE OF THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY ZIMMER BIOMET AT ANY TIME AT ITS DISCRETION. YOUR USE OF THE WEBSITE AFTER SUCH CHANGES ARE IMPLEMENTED CONFIRMS YOUR ACCEPTANCE OF THE CHANGES. BY CLICKING “ACCEPT” AND THEN USING THE WEBSITE YOU ACKNOWLEDGE THAT: (i) YOU ARE AT LEAST 18 YEARS OF AGE; (ii) YOU ARE AUTHORIZED TO CONSENT TO THESE TERMS ON BEHALF OF YOU OR YOUR COMPANY; AND (iii) YOU OR YOUR COMPANY CONSENTS TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE WEBSITE.

    1. Scope.The purpose of the Website is to provide product images, i-Frames, and graphics (“the Content”) which you may at your own discretion use and purchase solely for educational purposes, unless otherwise specified within this Terms of Use. Zimmer Biomet does not guarantee or warrant the products or services that Vendors may offer to You. Except as expressly agreed to by ZB in a separate agreement, We do not have any involvement with any contract that You may enter into with any participating vendor, and We do not guarantee the outcome or quality of the products or services.
    2. Permitted Use.Zimmer Biomet grants You a nonexclusive, nontransferable, limited, revocable right to use the Website
      1. Product Images, Internal Promotions, Patient Education Materials, and Graphics. Product Images and Graphics may not, under any circumstances, be placed onto any website not owned by Zimmer Biomet without our prior written consent. It is impermissible to use images of Zimmer Biomet products for advertising and/or promotional purposes, including placement on web, websites, social media sites, or other publically accessible digital platforms, unless additional written authorization is expressly granted by Zimmer Biomet. The Content described in this section is held under the conditions outlined in subsection (c) (General Use).
      2. I-Frames. I-Frames may be copied and used on third-party websites, provided that adequate references are used and the User acknowledges that Zimmer Biomet will not be held liable for any damages brought about by the inclusion on the website. You may not remove or alter any copyright, trademark, trade name, service mark or any other proprietary notice appearing on any of the Content. Changing any portion of the I-Frames available for use on this website may render such material untruthful, misleading, or misbranding by law. The Content described in this section is held under the conditions outlined in subsection (c) (General Use).
      3. General Use. The User shall not at any time, directly or indirectly without the written consent of Zimmer Biomet: (i) copy, modify, or create derivative works of the Content, in whole or in part; (ii) rent, sell, or sublicense the Content; (iii) disassemble, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Content, in whole or in part; (iv) remove any proprietary notices from the Content; or (v) use the Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. You will not interfere with or disrupt the service or servers or networks connected to the service or disobey any requirements, procedures or regulations of networks connected to the service. You will not violate any applicable local, state, national or international law. You willingly use such Content for which they were created and offered. Your access to the Website may be terminated at any time and for any reason. You will not authorize any other party to: (i) Co-brand the Website; (ii) frame the Website; (iii) hyper-link to the Website; or (iv) run any third party ad server software while viewing the Website, without the express prior written permission of an authorized representative of Zimmer Biomet. In these Terms of Use: (i) “co-branding” means to display any means of attribution or identification of any party in a manner that is reasonably likely to give the impression that such other party has the right to display, publish or distribute the Website or content accessible within the Website; (ii) “framing” means to display the Website on the same screen with a portion of another website; and (iii) “third party ad server software” means software from a third party that causes advertisements to appear while viewing the Website. Zimmer Biomet reserves the right to prohibit other websites from linking to this Website without prior written consent
    3. Proprietary Information.The content accessible within the Website is the proprietary information of Zimmer Biomet or the party that provided the Content to Zimmer Biomet.  Zimmer Biomet or the party that provided the Content to Zimmer Biomet retains all rights, titles and interest in the Content. At all times, Zimmer Biomet retains ownership and title of the Content (including but not limited to any images, photographs, animations, video, audio, music, text and “applets”, incorporated into the Content) and any copies thereof.
    4. Links.The Website will provide You with access to a variety of sources of content through the Internet, including links that will take You from the Website to other websites, including without limitation websites of vendors. We are not responsible for the content of any linked website. Zimmer Biomet is providing these links without warranty of any kind, and the inclusion of the links does not imply endorsement by Zimmer Biomet of the linked website or the content thereof. Zimmer Biomet has made no effort to verify the accuracy or suitability of any information contained in any such sources. Zimmer Biomet will have no liability or responsibility whatsoever for any content contained within any such sources.
    5. Interactive Features.Information posted on or accessible through links (to other websites) made available on the Website is supplied by third parties unless Zimmer Biomet or an authorized representative identifies itself as the Content provider. Any opinions, other information or Content expressed or made available by third parties, including without limitation any other User, are those of the respective authors and not of Zimmer Biomet, and Zimmer Biomet shall have no liability regarding same. You will not post, send, publish or transmit in connection with the Website any material that:
      1. is defamatory or libelous;
      2. advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise; or
      3. includes programs which contain viruses, worms and/or “Trojan horses” or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications. Zimmer Biomet reserves the right to monitor use of the Website to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason. Please refer to Zimmer Biomet’s Cookies Policy, which explains how Zimmer Biomet uses cookies, in part, to monitor use of the Website.
    6. Privacy.  Zimmer Biomet respects the privacy of its Website Users. Please refer to Zimmer Biomet’s Privacy Policy, which explains Users’ rights and responsibilities with respect to information that is disclosed on this Website, including information that Users disclose through any web forms.
    7. Trademarks.Zimmer Biomet and all of its trademarks and logos are the property of Zimmer Biomet. Other trademarks, service marks and logos appearing in the Website are the property of the applicable Zimmer Biomet content providers.
    8. Security. You are prohibited from using any services or facilities provided in connection with the Website to compromise security or tamper with system resources and/or accounts.  Zimmer Biomet reserves the right to investigate suspected violations of these Terms of Use.
    9. Miscellaneous.

      1. Severability.If any Section or provision of these Terms of Use be held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such Section or provision of these Terms of Use shall be deemed severed from these Terms of Use and the validity of the remainder of these Terms of Use shall not be affected thereby.
      2. Governing Law.These Terms of Use shall be governed by and construed in accordance with the laws of the State of Indiana applicable to contracts made and to be enforced wholly within such state, notwithstanding any principles of conflicts of law.
      3. Arbitration.Any dispute or disagreement arising between the parties under these Terms of Use or pertaining to the subject matter hereof shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”). Such arbitration shall be held in Indiana before an arbitral panel selected according to the rules of the AAA. EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO A TRIAL BY JURY. You consent to personal jurisdiction in Indiana in connection with any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof. Zimmer Biomet may revise these Terms of Use at any time by updating this posting.
    10. Disclaimers. You acknowledge that Zimmer Biomet does not own, operate, control or endorse any of the products or services offered by vendors. You understand and acknowledge that such vendor services and products are optional to You. Nothing contained in this Agreement shall be construed to place the parties in a relationship of partners, joint venturers, or principal and agent. Neither party is authorized to assume or undertake any obligation of any kind, express or implied, on behalf of the other party.  You also understand that Zimmer Biomet cannot and does not guarantee that files available for downloading from the Internet will be free of, viruses, Trojan horses or other code that manifest contaminating or destructive properties. Zimmer Biomet does not warrant or guarantee the accuracy, completeness, adequacy, or currency of the information contained in or linked to this website. The use of information on this website is entirely at Your own risk. THE WEBSITE AND ITS CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. ZIMMER BIOMET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IN CONNECTION WITH YOUR USE OF ANY PRODUCTS OR SERVICES OF VENDORS, AND INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ZIMMER BIOMET DOES NOT WARRANT THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZIMMER BIOMET DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND ZIMMER BIOMET MAY MAKE CHANGES AT ANY TIME. YOU, AND NOT ZIMMER BIOMET, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT. ZIMMER BIOMET MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
    11. Limitation on Liability. ZIMMER BIOMET AND ITS AFFILIATES, PARTNERS, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS AND CONTRACTORS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF ZIMMER BIOMET AND ITS AFFILIATES, PARTNERS, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS AND CONTRACTORS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE SUM OF $100.00. YOU HEREBY AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF THE WEBSITE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED.
    12. Indemnity.YOU WILL INDEMNIFY AND HOLD ZIMMER BIOMET, ITS AFFILIATES AND CONTENT PROVIDERS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIMS, DAMAGES, OR LIABILITIES ARISING FROM: (a) ANY BREACH OF THESE TERMS OF USE OR A REGISTRATION AGREEMENT (IF APPLICABLE) BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE; (b) YOUR USE OF THE WEBSITE OR YOUR USE AND MODIFICATION OF ANY INFORMATION ACCESSED FROM THE WEBSITE; AND (c) ANY DISPUTES ARISING BETWEEN YOU AND ANY VENDORS PURSUANT TO THIS WEBSITE OR ANY LINKED WEBSITE. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH MATTER, AND AGREE TO INDEMNIFY AGAINST ANY AND ALL RESULTING LOSSES AND EXPENSES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH.