Terms of Agreement

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.

Terms of Use. Your use of the Website is subject to the Website’s Terms of Use, which are incorporated herein by this reference. All provisions of the Terms of Use apply to the body of this Agreement as if fully stated herein.

Privacy Policy. You understand that the collection from Your information shall be completed by third party service providers, and not Zimmer Biomet. Use of data while You use the Website are subject to the Website’s Privacy Policy, as managed by such third party service providers.

Termination. You acknowledge that Zimmer Biomet may terminate this Agreement, including Your access to the Website, at any time for any reason.

Your Background. In the event You provide information pertaining to Your educational background, training, and experience for use in connection with Content, you agree that You will provide accurate information that is not misleading or otherwise untrue or incorrect, or incomplete. By providing such information, You specifically agree to indemnify, defend, release and hold harmless Zimmer Biomet from any and all claims, liabilities, demands, or causes of action related to or arising from your provision of such information. The foregoing shall be in addition to and shall not supplement any of Your indemnification obligations contained in the Terms of Use.