TERMS OF USE – Stryker's Resource Center

PLEASE READ THESE TERMS OF USE CAREFULLY. These terms of use describe the rules for users (“you” or “your”) of the Stryker Orthopaedics Resource Center ("Resource Center"). By using a Resource Center site or downloading or uploading materials to a Resource Center site, you agree to abide by the terms of use set forth in this notice ("Terms of Use") and Stryker’s Privacy Statement (“Privacy Statement”). If you do not agree to abide by the Terms of Use and the Privacy Statement, do not use the Resource Center sites in any manner including but not limited to uploading or downloading any information or material.

All Resource Center sites are owned and operated by Howmedica Osteonics Corp. and/or Mako Surgical Corp., both wholly-owned subsidiaries of Stryker Corporation (individually and collectively referred to as “Stryker”).

By accessing a Resource Center site, you agree to the following terms. If you do not agree to the following terms, please note that you are not allowed to use any Resource Center site. Stryker may change the Terms of Use at any time. By using a Resource Center site, you represent and warrant that you accept these and any future version of the Terms of Use. These Terms of Use were last updated on May 1, 2020.

The Terms of Use apply exclusively to your access to and use of any Resource Center sites and do not alter the terms or conditions of any other agreement you may have with Stryker or its parents, subsidiaries or affiliates regarding topics other than the use of any Resource Center sites.

Please read our Privacy Statement to understand the privacy rules about your use of the Resource Center sites. Except as written in any other user agreements, disclaimers, policies, terms of use, statements, or other notices on a Resource Center site, the Terms of Use and our Privacy Statement are the complete agreement between you and Stryker with respect to your use of the Resource Center sites. You may be subject to additional terms that apply when you access particular services or materials on certain areas of a Resource Center site or by following links that take you away from a Resource Center site.

The information contained in the Resource Center sites (i) are intended solely for use by licensed healthcare providers (including their authorized employees and/or agents) located in the United States and (ii) do not constitute an offer of or solicitation for the purchase of products or services.

User Accounts. Prior to accessing the Resource Center sites, you may be required to register and create a user name and password. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Resource Center site passwords or accounts. It is your sole responsibility to (1) control the dissemination and use of sign-in name, screen name and passwords; (2) authorize, monitor, and control access to and use of your Resource Center site account and password; (3) promptly inform Stryker if you believe your account or password has been compromised or if there is any other reason you need to deactivate a password. You grant Stryker and all other persons or entities involved in the operation of the Resource Center sites the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the Resource Center sites.

Authorized Use. Some Resource Center sites provide you with access to pre-approved marketing materials and other resources (hereinafter “Materials”) made available by Stryker for use solely by authorized healthcare professionals (including their authorized employees and/or agents). With respect to such Materials, Stryker hereby grants you the non-exclusive, royalty free, revocable, and restricted right to reproduce, distribute, and display the Materials solely in connection with your own marketing and educational purposes (the “Authorized Use”). The Materials will not in any way be modified, altered, or otherwise edited for purposes of the Authorized Use without the prior written permission of Stryker. You shall have no right to use the Materials except as expressly set forth in this Agreement.

HTML Code. Some Resource Center sites provide you with access to HTML code (“Code”) that can be embedded in your business website to provide access to Stryker’s content delivery network (the “Network”) which provides real-time access to approved Stryker marketing materials. With respect to such Code, Stryker hereby grants you the non-exclusive, royalty free, revocable, and restricted right to use the Code solely in connection only with your own bona fide web page and solely for marketing and educational purposes. The Code will not in any way be modified, altered, or otherwise edited without the prior written permission of Stryker. You shall have no right to use the Code except as expressly set forth in this Agreement. Stryker reserves the right to monitor your use of the Code and terminate or suspend your access to the Resource Center site, Code or the Network without notice in the event of your breach of these Terms of Use.

Copyrights and Trademarks. The contents of the Resource Center sites together with any Materials are protected by worldwide copyright and trademark laws. Any rights not expressly granted herein are reserved. Reproduction, transfer, distribution or storage of part or all of the contents in any form without the prior written permission of Stryker is prohibited except in accordance with these Terms of Use. The content may otherwise not be copied or used in any way without the prior written consent from an authorized Stryker representative. Individual documents included in the Resource Center sites may be subject to additional terms indicated in those documents.

The trademarks, service marks, trade names, trade dress and products contained in Stryker’s web sites are protected in the United States and internationally. Stryker is a registered trademark of Stryker Corporation. Other product and company names mentioned in Stryker’s web sites may be trademarks or trade names of their respective owners. Your access to Stryker’s web sites should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any marks appearing on Stryker’s web sites without the prior written consent of an authorized Stryker representative or the third-party owner thereof except to identify the products or services of the company.

Software. Any software including any files, images generated by the software, code, source and destination, and data accompanying the software (collectively, "Software"), used or accessible by means of a Resource Center site may be used by you solely for accessing and using the Resource Center sites for purposes and according to the conditions expressly stated on the Resource Center site. Stryker retains full and complete title to, and all intellectual property rights in, the Software. You agree to neither copy, distribute, sell, modify or create derivative works from any part of the Software nor to decompile, reverse engineer or disassemble the same, unless permitted by applicable law.

User Representations. In using any Resource Center site, you agree: (a) not to disrupt or interfere with the security of, or otherwise abuse, the Resource Center site, or any services, system resources, accounts, servers or networks connected to or accessible through the Resource Center site or affiliated or linked web sites; (b) not to disrupt or interfere with any other user's enjoyment of the Resource Center site or affiliated or linked web sites; (c) not to upload, post, or otherwise transmit through or on any Resource Center site any viruses or other harmful, disruptive or destructive files; (d) not to use or attempt to use another's account, service or system without authorization from Stryker, or create or use a false identity on a Resource Center site; (e) not to transmit through or on a Resource Center site spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings; (f) not to divulge your username and password to others either on or off the Resource Center site; (g) not to attempt to obtain unauthorized access to the Resource Center site or portions of the Resource Center site which are restricted from general access; and, (h) not use a Resource Center site to seek, provide or obtain specific medical advice, medical opinion or diagnosis as applied to a patient’s particular condition or situation.

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on a Resource Center site.

You expressly agree that you will not provide, discuss or refer to any particular patient, any particular patient's medical condition or any other information, which could identify a particular patient. You further expressly agree that you will not discuss, endorse or refer to "off label" uses of medical products, including any uses which have not been approved by the U.S. Food and Drug Administration or any other applicable regulatory agency.

Updates.  All content available through a Resource Center site or the Network, including but not limited to the Materials, Code, marketing materials, data, technical drawings, configurations, quote and order information and catalog listings are believed to be accurate. However, you should independently evaluate the accuracy of the information and the usefulness for your particular needs of any content, product or service available through any Resource Center site or the Network. Specifications for products and services are subject to change without notice and Stryker reserves the right to make changes without notice to processing, materials or configuration. Stryker does not guarantee that products or services that are listed online will be available at the time of your order.

Stryker may terminate, change, suspend or discontinue any aspect of a Resource Center site or the Network, including the availability of any features, at any time. Stryker may remove, modify or otherwise change any Materials, Code or content, including that of third-parties, on or from a Resource Center site. Stryker may impose limits on certain features and services or restrict your access to parts or all of a Resource Center site without notice or liability. Stryker may terminate the authorization and rights provided herein and your use of any Resource Center site at any time in its sole discretion and upon such termination, you shall immediately destroy all materials that you have downloaded from any Resource Center site.

Links to Other Web sites. For your easy accessibility, Stryker may include links to web sites on the internet that are owned or operated by third-parties to which this Terms of Use does not apply. Stryker is not responsible for the content of such other web sites. You also agree that Stryker has no control over the content on third-party web sites and cannot assume any responsibility for material created or published by such third-party web sites. Therefore, when linking to such a third-party web site, you should review and agree to that web site's rules of use before using such web site. In addition, a summary and/or link to a non-Stryker web site does not imply that Stryker endorses the web site or the products or services, or warrants the accuracy of any content referenced in such third-party web site. Stryker shall not be liable for any damages or injury arising from users' access to or inability to access such web sites.

Your Content and Ideas. By submitting material to any of our servers, for example, by e-mail or via the internet, you agree that: (a) the material will not contain any item that is unlawful or otherwise unfit for publication; (b) you will use reasonable efforts to scan and remove any viruses or other contaminating or destructive features before submitting any material; (c) you own the material or have the unlimited right to provide it to us and Stryker may publish the material free of charge and/or incorporate it or any concepts described in it in our products without accountability or liability; (d) you agree not to take action against Stryker in relation to material that you submit and you agree to indemnify Stryker if any third-party takes action against Stryker in relation to the material you submit; (e) does not violate the terms of this Agreement, Stryker’s Privacy Statement, or any other registered user agreement (if applicable); and (f) and that you shall be responsible for the content and information contained therein, including all required consents, its truthfulness and accuracy.

Stryker does not and cannot review the content posted by users on every Resource Center site and is not responsible for such content. Stryker may at any time at its discretion remove any content posted by users.

Any personally identifiable information transmitted to a Stryker web site is governed by Stryker’s Privacy Statement, which is incorporated by reference as if fully set forth in these Terms of Use. Stryker shall be free to use or copy all other information in any such communications, including any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purposes. Such purposes may include disclosure to third-parties and/or developing, manufacturing and/or marketing goods or services.

Warranty. The use of any Resource Center site and the content therein is permitted solely for use by health care professionals according to these Terms and Conditions. Stryker will use reasonable efforts to include up-to-date and accurate information on the Resource Center sites but makes no representations, warranties or assurances as to the accuracy, currency or completeness of the information contained on any Resource Center site which are provided on "as is" and "as available" basis.

To the fullest extent permissible pursuant to applicable law, Stryker and its affiliates disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. You expressly agree that any use of a Resource Center site, including all content, data or software distributed by, downloaded or accessed from or through a Resource Center site is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business, your computer system or loss of data that results from the download of such content, data and/or software.

You acknowledge that Stryker does not control in any respect any information, products or services offered by third-parties through any web site included in a Resource Center site. Except as otherwise agreed in writing, Stryker and its affiliates assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of any advice, opinion, summary, statement or other content or of any products or services distributed or made available by third-parties through any third-party or Resource Center site.

Stryker does not make any warranty that the Resource Center sites or related content will meet your requirements, or that a Resource Center site or its content will be uninterrupted, timely, secure, or error free or that defects, if any, will be corrected. Nor does Stryker make any warranty as to the results that may be obtained from use of a Resource Center site or its content or as to the accuracy, completeness or reliability of any information obtained through use of any Resource Center site.

Stryker assumes no responsibility for any damages suffered by a user, including, but not limited to, loss of data from delays, non-deliveries of content or e-mail, errors, system down time, misdeliveries of content or email, network or system outages, file corruption, or service interruptions caused by the negligence of Stryker, its affiliates, its licensors, or a user's own errors and/or omissions.

Except as otherwise provided under applicable laws and regulations regarding the security of personal data, Stryker disclaims any warranty or representation that confidentiality of information transmitted through a Resource Center site will be maintained.

No advice or information, whether oral or written, obtained by you from Stryker or third-parties through any Resource Center site shall create any warranty.

Some states do not allow the limitation or exclusion of certain warranties or conditions, so some of the above exclusions may not apply to you.

Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL STRYKER OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE A RESOURCE CENTER SITE OR ANY CONTENT CONTAINED ON A RESOURCE CENTER SITE, OR, EXCEPT AS OTHERWISE PROVIDED UNDER APPLICABLE LAWS AND REGULATIONS REGARDING THE SECURITY OF PERSONAL DATA, RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF STRYKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK, EVEN IF STRYKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE LIABILITY OF STRYKER WOULD IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnity. You agree to defend, indemnify, and hold Stryker, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms of Use.

Compliance. You are not obligated, and Stryker shall not obligate you, to purchase, use, recommend, or arrange for the use of products sold by Stryker or any of its affiliates in exchange for access to the Resource Center sites, Materials, Code, the Network or any other content.

Applicable Law. These Terms of Use shall be governed by the laws of the State of New Jersey and claims hereunder shall be determined in the state and federal courts of the State of New Jersey, U.S.A. Should any provision in these Terms of Use be found invalid or unenforceable for any reason, then that provision shall be deemed severable from, and shall not affect the validity or enforceability of, the remaining provisions.

Contact Stryker. You may contact Stryker at Web@stryker.com.