TERM OF USE

Effective Date: April 16, 2021

 

The RI.INSIGHTS Mobile Application (the “Site”), is owned and operated by M&S Consulting (“we” or”us”). These Terms set out the terms and conditions on which we provide our users (“you”) with:

  • Access to the Site; and
  • Access to the services and content which we provide through our mobile application(s) and through any other web pages or other online or electronic offerings that link to these Terms (“Services”).

 

By accessing or using the Site or Services, by using any interactive areas of the Site, or by uploading, submitting, browsing or downloading any video, audio, images, text, or other content featured on the Site or Services (“Content”) to or from the Site, you agree to be bound by these Terms and all policies and guidelines we issue. If you do not agree to all of these Terms, you may not use the Site or Services.

 

These Terms apply to all users of our Site. Our Privacy Policy provides information on how we collect, use, and disclose personal information from users of the Site.

 

We will use reasonable endeavors to make the Site, Services and Apps available to you subject to and in accordance with these Terms.

 

Your General Obligations

The following general obligations apply to all users of the Site and Services:

  • You may only use the Site and Services for lawful purposes.
  • Unless otherwise expressly authorized by Smith + Nephew, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Site, use of the Site, or access to the Site. 
  • You may not access, tamper with, or use non-public areas of the Site.
  • You may not attempt to decipher, decompile, disassemble or reverse engineer any of the software used on the Site or Services, except to the extent that such activities cannot be prohibited by law.
  • You may not interfere with, or attempt to interfere with, the access of any user, host or network.
  • You may not collect or store any personal data from the Site or from other users of the Site without their express permission.
  • You may not encourage or enable any other person to do any of the foregoing prohibited activities.

 

We may investigate and prosecute violations of any of the above to the fullest extent of the law, and where appropriate may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

 

You acknowledge that we have no obligation to monitor your access to or use of the Site or Services, but may do so as we determine. We may at any time and without prior notice remove or disable access for any user that we consider to be in violation of these Terms, the Privacy Policy, or otherwise harmful to the Site or Services. 

 

Intellectual Property Rights

Unless otherwise indicated on the Site, the Site and all Content and other materials on the Site, including, but not limited to, our logo and all designs, text, graphics, logos, icons, images, photographs, audio clips, digital downloads, data compilations, software and the selection and arrangement thereof (collectively, the “Materials”) are our property or that of our Affiliates, licensors or users and are protected by the United States and/or international copyright laws and other laws relating to intellectual property rights. You may not remove any notices or credits posted on the Site, or any additional information contained along with any such notices and credits.

 

Subject to and conditional upon your compliance with these Terms, we grant you a limited, non-sublicensable, non-exclusive, revocable license to access and make use of the Site for your informational use only, solely in accordance with, and subject to, these Terms.

 

Any other use of the Site without our prior written consent, is strictly prohibited, and your license to use the Materials shall terminate automatically on any such unauthorized use. Such unauthorized use may also violate applicable laws, including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes.

 

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by RI.INSIGHTS Mobile or its licensors, except for the licenses and rights expressly granted in these Terms.

 

Copyright Complaints

It is our policy to respond promptly to claims of intellectual property infringement. If you believe that your work has been copied and is accessible on the Site or through the Services in a way that constitutes an infringement of copyright, please notify us through the process set out below.

 

Notices and counter-notices with respect to copyright issues should be sent to M&S Consulting.

  • Name: Mara Palmer
  • Address: 1801 8th Ave S, Nashville, TN 37203
  • E-mail: support-insights-global@smith-nephew.com

 

Trademarks

RI.INSIGHTS Mobile, the RI.INSIGHTS Mobile logo, and all other of our products and service names, logos and slogans contained in or displayed on the Site or Services are our trademarks or service marks and may not be copied, imitated or otherwise used, in whole or in part, without our prior written consent. In addition, the look and feel of the Site is our service mark, trademark and/or trade dress and may not be copied, imitated or otherwise used, in whole or in part, without our prior written consent.

 

All other trademarks, registered trademarks or service marks, product names and company names and logos mentioned in or displayed on the Site are the property of their respective owners and may not be used without their consent.

 

Reference to any products, services, processes or other information, by trade name, trademark, service mark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

 

User Submissions

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site or Services. You may submit feedback by emailing us at the contact details provided. You acknowledge and agree that any materials, including, but not limited to, questions, comments, suggestions, feedback, ideas, plans, creative materials or other information or work of authorship, provided by you in the form of emails or other submissions to us or otherwise posted on the Site will become our sole property. We will own worldwide and exclusive rights, including, but not limited to, all intellectual property rights embodied therein, and will be entitled to the unrestricted use and dissemination of such submissions for any purpose, commercial or otherwise, without acknowledgment or compensation or reimbursement of any kind to you. 

 

1.14 DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. M&S Consulting EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. M&S Consulting MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

 

Additional Disclaimers in Relation to Surgical and Medical Use

The Content provided through the Site is provided for educational, research, and reference purposes only, or as training, preparation and efficiency tools. The Content has been created as an aid to surgical training, and is not designed to replace or substitute real life operative experience, a recognized surgical training program, or the advice of a qualified healthcare professional and should not be used for these purposes.

 

Nothing on our Site is intended to amount to advice on which you should rely. Surgical procedures depicted in the Content must not be performed by any person who is not medically qualified, registered and regulated by the relevant authorities in their territory of practice to perform surgery. Medical professionals are responsible for their own clinical and surgical decisions and should not rely on the Site or Services in making them.

 

The Site has not been endorsed or approved by any governmental body or by any medical association or organization.

 

The Site may include contributions from third parties such as medical device manufacturers, hospital trusts and other medical and research institutions, academic institutions or other commercial or research partners or their respective affiliates (together “Partners”). Neither we, nor our Affiliates, nor our Partners, have any liability to you (whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise) based on any claim that the Site or the surgical techniques depicted in them were inaccurate, incomplete or incorrect.
Our Partners may rely on and enforce this provision as third-party beneficiaries.

 

Limitation of Liability

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL WE, OUR AFFILIATES, LICENSORS, OR OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS (TOGETHER “DEFENDANTS”), BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY OR LOSS OF CONTRACT (IN EACH CASE WHETHER DIRECT OR INDIRECT) OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE THE SITE, SERVICES, OR OTHER INFORMATION CONTAINED IN OR ACCESSED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.

OUR AND THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SITE AND SERVICES, THE MATERIALS, APPS, AND/OR THE CONTENT AT ISSUE INCLUDING ANY THIRD PARTY APPS OR CONTENT), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THIS SITE DURING THE PRIOR TWELVE MONTHS IN QUESTION.

THE DEFENDANTS SHALL BE ENTITLED TO RELY ON AND ENFORCE THIS PROVISION AS THIRD-PARTY BENEFICIARIES.

 

Indemnification

You agree to indemnify, defend and hold us, our Affiliates, and our and their respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers whose products, services or content features in the Content) (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities, losses and expenses (including, but not limited to, penalties, fines, damage awards, settlement amounts, and reasonable legal and professional fees) brought against any Indemnified Parties, arising out of or relating to:

  • Your use of the Site, Services or the Content (including, but not limited to, your use, installation or service of the App or the Content);
  • Your conduct;
  • Your failure to perform your obligations under these Terms (including, but not limited to, your violation of these Terms), and in particular, the failure to remove any Protected Health Information or Personal Data;
  • Any violation of applicable laws, rules or regulations by you or your personnel; and/or
  • Your violation of the rights of any third party.

 

Each of the Indemnified Parties shall be a third-party beneficiary of, and entitled to rely on and enforce this provision.

 

Termination and Account Cancellation

  • We may suspend or permanently revoke your access to and use of the Site, Services, Apps and/or Content at any time, with or without cause, and in particular may do so If you breach any of these Terms. You may terminate any contract with us on these Terms, and if applicable may close your registered account, at any time by contacting us at support-insights-global@smith-nephew.com. The change will be processed within fourteen calendar days.

 

General Legal Provisions

Any contract between you and us on these Terms and the documents referred to in these Terms constitutes the entire agreement between the parties in relation to the subject matter. You acknowledge that in contracting with us you do not rely on any representation or warranty not set out in the Terms.

Nothing in the Terms creates any relationship of agency, partnership, or employment between you and us. Neither you nor we are authorized to enter into any commitment on behalf of the other, except as expressly set out in the Terms.

A person who is not a party to any contract under these Terms shall not have any rights to enforce any of them, except where expressly stated otherwise. We will not require any consent or approval of any third party to amend these Terms or any of the documents referred to in them.

Your use of the Site is subject to all applicable local, state, national and international laws and regulations. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

You may not assign or transfer any contract made under these Terms, by operation of law or otherwise, without RI.INSIGHTS Mobile’s prior written consent. We may assign or transfer any such contract without restriction. These Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of M&S Consulting.

Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

The contract between you and us on these Terms shall be governed by and construed in accordance with the laws of the United States, and any dispute between us in relation to that contract or its subject matter shall be subject to the exclusive jurisdiction of the courts of the United States, provided that we may bring claims in your territory of domicile and may seek equitable relief (including injunctive relief or specific performance) in any jurisdiction.

When you visit the Site or send emails to us, you communicate with us electronically and consent to receive communications from us electronically. We may communicate with you by: (a) email to your email address indicated in your communications with us, (b) posting general notices on the Site, (c) sending you push notifications or SMS messages or (d) posting messages that are displayed to you when you log in to or access the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You understand that your use of the Site or Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Services.

 

Modifications

We reserve the right to change or modify any of the terms and conditions contained in these Terms or any policy or guideline of the Site, at any time and at our sole discretion. Any such changes or modifications will be effective immediately upon posting of the revisions on the Site, and by continuing to use the Site or Services you will be accepting them. For that reason, you should frequently review these Terms and all applicable policies or guidelines on the Site.

If you do not agree to any changes or modifications to these Terms, or to any applicable policies or guidelines on the Site, your sole recourse is to stop using the Site and Services, and you will no longer be able to access any Content.

 

Contacting RI.INSIGHTS Mobile

If you have any questions about these Terms, or our Site, Content or Services, please refer to the FAQ posted on the Site. For any questions not addressed by the FAQ, please contact us at mara.palmer@smith-nephew.com.