Terms of Use for DJO’s DealerNet Extranet

1.  Welcome to the DJO DealerNet Extranet which is made available by DJO to our authorized international distributors. Please review these Terms of Use ("Terms of Use"), which govern your use of our extranet (the "Site"). In this document, "you" means DJO’s authorized distributor which is using this Site; and "we" or "us" means DJO, LLC and its affiliated companies.


2.  These Terms of Use describe the conditions under which the Site is being made available to you. These Terms of Use discuss important limitations about the way you may use and rely upon materials you find on the Site. Read these Terms of Use carefully. By using the Site, you will be deemed to have accepted them. If you do not accept these Terms of Use, you may not use the Site.  We reserve the right at any time and from time to time to modify, suspend, discontinue or terminate the Site or any part thereof with or without notice.


3.  Access to the Site is restricted to our international distributors which we have issued a valid username and password and to anyone else to whom we may decide to issue a valid username and password.  You are responsible for keeping the username and password secret and agree not to divulge them to anyone else.   If we have not issued you a valid username and password, you must not use or attempt to use the Site.  You agree to be responsible for any losses, damages, costs and expenses, direct or indirect, suffered by us as the result of your loss, misuse and/or disclosure of your username and password.  You agree to notify us immediately of any unauthorized use or loss of your username and password.


4.  All materials provided on this Site are provided by us and are our copyrighted works unless otherwise indicated.  You may view, access, download and print materials displayed at the Site for your business purposes relating to your resale of our products, provided, that you not modify any of the materials and you retain and abide by all copyright or other proprietary notices and disclaimers on such materials.  You may not post any of the materials on the Site to another website or extranet without our prior written permission. You agree that you will not use the Site or the information contained on the Site for any purpose that is unlawful or prohibited by these Terms of Use.  


5.  We may make available for download from the Site certain of our trademarks and logos for use by you in your marketing and sale of our products.  Your use of our trademarks and logos, including, without limitation, DJO®, AIRCAST®, CEFAR COMPEX™, CHATTANOOGA™, CMF™, COMPEX®, DJO SURGICAL™, DONJOY®, EMPI®, ORMED® and PROCARE® (“DJO Trademarks”), is subject to the terms contained in the distributor agreement between us.  If such distributor agreement does not address in writing your use of the DJO Trademarks, then your use of the DJO Trademarks is subject to the terms in this paragraph below.  In such event, we grant you a non-exclusive, revocable, non-sublicensable, non-transferable limited license and right to use those DJO Trademarks relating to our products which we have authorized you to distribute in marketing materials related to your sale of such products,  subject to the following: (1) you shall use such DJO Trademarks only in your authorized territory, (2) at all times, you shall use such DJO Trademarks only in accordance with the quality standards and specifications as may be established by us and communicated to you in writing from time to time, including but not limited to our trademark guidelines which may be modified from time to time in our discretion; (3) all marketing materials initiated by you shall be subject to our prepublication review and approval with respect to, but not limited to, content, style, appearance, composition, timing and media; (4) you shall not use any DJO Trademarks, any portion thereof, or any name or mark confusing similar thereto as part of your company name or in any domain name; and (5) you agree not to register in any country any name or trademark resembling or confusingly similar to the DJO Trademarks.  Furthermore, you acknowledge that: (a) we are the sole owner of the DJO Trademarks and the goodwill associated therewith, (b) you have not acquired and will not acquire any right, title or interest in the DJO Trademarks except for the license rights described herein or contained in the distributor agreement between us, (c) we will be the sole beneficiary of your use of the DJO Trademarks, (d) you will not challenge the validity of the DJO Trademarks or our ownership of the DJO Trademarks or do any act or thing which could or might prejudice our rights in any of the DJO Trademarks, and (e)  you agree to cease using the DJO Trademarks when the distributor agreement or relationship between us terminates or expires or your rights to access and use the Site terminate as described below, whichever is sooner.  If you receive notice or learn that any third party which you believe to be unauthorized to use the DJO Trademarks is using the DJO Trademarks or any variant thereof, you promptly shall notify us of the facts relating to the alleged infringing use.Thereupon, we, in our sole discretion, shall determine whether or not we wish to take any action against the third party on account of the alleged infringement of the DJO Trademarks.  If we decide to take such action against the alleged infringer, you shall reasonably cooperate with us in such action if requested to do so by us.  All damages recovered by us in any such action against the alleged infringer are our sole property.  You shall have no right to make any demand against any alleged infringer of the DJO Trademarks or to prosecute any claim of any kind or nature whatsoever against the alleged infringer of the DJO Trademarks for or on account of the infringement.  All logos and trademarks on the Site which are not DJO Trademarks are the property of their respective owner.


6.  Any links to other sites from this Site are provided solely for your convenience. We are not responsible for the content of any other sites, nor do we make any representations about the content or accuracy of material on any other sites.


7.  While we value your feedback on our products and service, we do not accept or consider product or service ideas, inventions, improvements, techniques, drawings or other materials (“New Product Ideas”) other than those New Product Ideas (a) we have specifically requested in writing or (b) which are submitted to us strictly in accordance with the policies and terms described under the New Product Idea Submission & Product Improvement Request section of the Site that among other things requires that both of us sign a non-disclosure agreement in advance of your New Product Idea submission.  We do this to avoid any misunderstandings when products or services we develop seem to be similar to creative works you submitted.  Any New Product Ideas submitted to us in a manner other than outlined above in this paragraph will be deemed our property, and we will be entitled to use and/or disclose them without restriction and without payment of any compensation to you.   


8.  Any surgical or medical techniques that may be presented on the Site are used to demonstrate the technique used by the practicing physician indicated. We, as the manufacturer of medical devices, do not practice medicine and do not recommend these or any other surgical or medical technique for use on a particular patient. The surgeon who performs any implant procedure is responsible for determining and utilizing the appropriate techniques for implanting a prosthesis in each individual patient. We are not responsible for selection of the appropriate surgical or medical technique to be utilized for an individual patient.  Additionally, any information contained, from time to time, on the Site, related to various health, medical or other conditions and their treatment is not meant to substitute for the advice from a physician or related healthcare professional. The product package insert should always be read prior to use, and the patient should always contact and consult with the patient’s physician or related healthcare professional for the diagnosis of the patient’s condition and the treatment, if any, thereof.


9.  The Site may contain information about products that may or may not be available in a particular country, may be available under different trademarks in different countries, and where applicable, may be approved or cleared by governmental regulatory bodies for sale or use with different indications and restrictions in different countries. Indications for use may vary from country to country. Nothing contained on the Site should be construed as a promotion or solicitation for any product or for the use of any product in a particular way which is not authorized by the laws or regulations of the country where you are located.


10.  THE INFORMATION PROVIDED ON THE SITE IS FOR GENERAL INFORMATION PURPOSES ONLY.  WHILE WE BELIEVE WE HAVE USED REASONABLE EFFORTS TO INCLUDE ACCURATE INFORMATION ON THE SITE, WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF THE INFORMATION ON THE SITE. YOU AGREE THAT ALL ACCESS AND USE OF THE SITE AND THE CONTENTS THEREOF IS AT YOUR OWN RISK. THE INFORMATION ON THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, OR TITLE. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE WILL BE AVAILABLE ON A TIMELY BASIS OR WILL BE UNINTERRUPTED OR ERROR FREE. ADDITIONALLY, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION CONTAINED ON THE SITE WILL BE TIMELY OR MEETS ALL LAWS, RULES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU AND YOUR SALE OF THE PRODUCTS.  THE SITE MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS.  IN NO EVENT SHALL WE, OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS, AND LICENSORS OR THEIR RESPECTIVE HEIRS AND ASSIGNS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR THE MATERIALS AND INFORMATION PROVIDED THROUGH THE SITE.


11.  YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS AND THIRD PARTY PARTNERS HARMLESS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION BY YOU, YOUR EMPLOYEES OR YOUR AGENTS OF THESE TERMS OF USE.


12.  Both of us agree that the laws of the state of California, without regard to the conflicts of law principles thereof, shall apply to all matters relating to the use of the Site. We make no representation that the materials on the Site conform to your local laws, and if you are accessing the Site from a location outside California, you alone are responsible for compliance with your local laws.  ANY LEGAL ACTION OR PROCEEDING RELATED TO OR ARISING OUT OF THE SITE OR THE INFORMATION OR MATERIALS CONTAINED ON THE SITE SHALL BE BROUGHT EXCLUSIVELY IN A FEDERAL OR STATE COURT IN THE STATE OF CALIFORNIA, U.S.A.   
13.  Our permission to you to use the Site and all rights granted to you hereunder terminate automatically if you breach any of these Terms of Use or our distribution agreement or our distributor relationship with you terminates.   Additionally, we may terminate your right to use the Site and all rights granted to you hereunder immediately at any time for any reason and without advance notice to you. 


14.  We reserve the right, at our sole discretion, to modify at any time any portion or all of these Terms of Use. Modifications to these Terms of Use will be effective when notice of such modification is posted. Your continued use of the Site after any such modifications are posted will be considered acceptance of those modifications.  You agree that in the event any portion of these Terms of Use are found to be unenforceable, the remainder of these Terms of Use shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.  These Terms of Use contain the entire and complete agreement governing your use of the Site and supersede any and all prior agreements and understandings, oral or written, relating to your use of the Site. 


Copyright © 2010 DJO, LLC, with U.S. offices located at 1430 Decision Street, Vista, California 92081, U.S.A.  All rights reserved. 


Effective: April 19, 2010