THIS REGISTRATION AGREEMENT, INCLUDING ALL DOCUMENTS INCORPORATED INTO THIS REGISTRATION AGREEMENT BY REFERENCE, GOVERNS YOUR (“You or “Your”) USE OF THE ZIMMER BIOMET “ZB MarketSmart” WEBSITE (“Website”) THAT IS PROVIDED BY ZIMMER BIOMET HOLDINGS, INC., ZIMMER BIOMET, INC. OR ANY OF ITS SUBSIDIARIES, PARENTS, AND AFFILIATES (COLLECTIVELY “ZIMMER BIOMET”). 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.
The Program. By accepting this Agreement and becoming a registered user of the Website, Zimmer Biomet will allow You to access creative marketing and PR tools, and images and photographs (the “Content”) provided by Zimmer Biomet solely and specifically for Your (or Your client’s) use in connection with a discussion of Zimmer Biomet products. Subject to the terms and conditions of this Agreement, Zimmer Biomet hereby grants to You a nonexclusive, nontransferable limited, revocable license, without right of sublicense, to use the Content solely for the purpose set forth herein and no other purpose. The Content shall only be used by You or Your clients. Unauthorized copying of the Content is expressly forbidden. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Content. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark or any other proprietary notice or legend appearing on any of the Content. You may be held legally responsible for any copyright infringement that is caused or incurred by your or your client’s failure to abide by the terms of this Agreement. 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. You agree that no title to the Content, or intellectual property in the Content is transferred to You or Your Client and that all rights not expressly granted to You hereunder are reserved by Zimmer Biomet. This Agreement is for a license of intellectual property and not for the sale of goods (even though some tangible items may be provided) and not governed by the Uniform Commercial Code. IF YOU OR YOUR CLIENTS TRANSFER POSSESSION OF ANY COPY, OF THE CONTENT TO ANOTHER PARTY IN VIOLATION OF THIS AGREEMENT, THIS LICENSE IS AUTOMATICALLY TERMINATED.
Termination. You acknowledge that Zimmer Biomet may terminate this Agreement, including Your access to the Website, at any time for any reason.