TERMS OF USE Ð Stryker's Resource Center
PLEASE READ THESE TERMS OF USE CAREFULLY. These terms of use
describe the rules for users (ÒyouÓ or ÒyourÓ) 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 StrykerÕs Privacy Statement (ÒPrivacy
StatementÓ). 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 ÒStrykerÓ).
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 ÒMaterialsÓ) 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 ÒAuthorized UseÓ). 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 (ÒCodeÓ) that can be embedded in your business website
to provide access to StrykerÕs content delivery network (the ÒNetworkÓ) 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 StrykerÕs 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 StrykerÕs web sites may be
trademarks or trade names of their respective owners. Your access to StrykerÕs
web sites should not be construed as granting, by implication, estoppel or
otherwise, any license or right to use any marks appearing on StrykerÕs 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 patientÕs 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, StrykerÕs 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 StrykerÕs 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.