SERVICE AGREEMENT

I. The Parties. This Service Agreement (the “Agreement”) is by and between the Service Provider and the Client.

Service Provider and Client are each referred to herein as a “Party” and, collectively, as the “Parties.”

WHEREAS FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, the Client hires the Service Provider to work under the terms and conditions hereby agreed upon by the Parties:

II. Term. The term of this Agreement shall commence on dates agreed upon by Parties.

III. The Service. The Service Provider agrees to provide the products and services as agreed upon by established contracts, service tickets, purchase orders, and statements of work.

Hereinafter known as the “Service.”

Service Provider, while providing the Service, shall comply with the policies, standards, and regulations of the Client, including local, State, and Federal laws, and do so to the best of their abilities.

IV. Payment Amount. The Client agrees to pay the Service Provider the compensation for the Service performed under this Agreement as agreed upon by established contracts, service tickets, purchase orders, and statements of work.

Hereinafter known as the “Payment Amount.”

V. Payment Method. The Client shall pay the Payment Amount as agreed upon by established contracts, service tickets, purchase orders, and statements of work.

Hereinafter known as the “Payment Method.” The Payment Amount and Payment Method collectively shall be referred to as “Compensation.”

VI. Retainer. The Client is to pay any established retainers to the Service Provider as an advance on future Services to be provided (“Retainer”), as agreed upon by established contracts, service tickets, purchase orders, and statements of work.

VII. Inspection of Services. Any Compensation shall be subject to the Client inspecting the completed Services of the Service Provider. If any of the Services performed by the Service Provider pursuant to this Agreement are defective or incomplete, the Client shall have the right to notify the Service Provider, at which time the Service Provider shall promptly correct such work within a reasonable time.

VIII. Return of Property. Upon the termination of this Agreement, all property provided by the Client, including, but not limited to, cleaning supplies, uniforms, equipment, and any other items, must be returned by the Service Provider. Failure to do so may result in a delay in any final payment made by the Client.

IX. Time is of the Essence. Service Provider acknowledges that time is of the essence regarding the performance of all Services.

X. Confidentiality. Service Provider acknowledges and agrees that all financial and accounting records, lists of property owned by Client, including amounts paid, therefore, client and customer lists, and any other data and information related to the Client’s business is confidential (“Confidential Information”). Therefore, except for disclosures required to be made to advance the business of the Client and information which is a matter of public record, Service Provider shall not, during the term of this Agreement or after its termination, disclose any Confidential Information for the benefit of the Service Provider or any other person, except with the prior written consent of the Client.

Return of Documents. Service Provider acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes, and other documentation related to the business of the Client containing Confidential Information shall be the sole and exclusive property of the Client and shall be returned to the Client upon the termination of this Agreement or upon written request of the Client.
Injunction. Client agrees that it would be difficult to measure damage to the Client’s business from any breach by the Service Provider under this Section; therefore, any monetary damages would be an inadequate remedy for such breach. Accordingly, the Service Provider agrees that if a breach occurs as described in this Section, the Client shall be entitled to, in addition to all other remedies it may have at law or equity, an injunction or other appropriate orders to restrain any such breach, without showing or proving actual damages sustained by the Client.
No Release. Service Provider agrees that the termination of this Agreement shall not constitute a release from the obligations in this Section.

XI. Taxes. Service Provider shall pay and be solely responsible for all withholdings, including, but not limited to, Social Security, State unemployment, State and Federal income taxes, and any other obligations. In addition, Service Provider shall pay all applicable sales or use taxes on the labor provided and materials furnished or otherwise required by law in connection with the Services performed.

XII. Independent Contractor Status. Service Provider acknowledges they are an independent contractor and not an agent, partner, joint venture, nor an employee of the Client. Service Provider shall have no authority to bind or otherwise obligate the Client in any manner, nor shall the Service Provider represent to anyone that it has a right to do so. Service Provider further agrees that in the event the Client suffers any loss or damage as a direct result of a violation of this provision, the Service Provider shall indemnify and hold harmless the Client from any such loss or damage.

XIII. Safety. Service Provider shall, at their own expense, be solely responsible for protecting its employees, sub-Service Providers, material suppliers, and all other persons from the risk of death, injury, or bodily harm arising from or in any way related to the Services or the site where Service is performed (“Work Site”). In addition, Service Provider agrees to act in accordance with the rules and regulations administered by federal law and OSHA. Service Provider shall be solely responsible and liable for any penalties, fines, or fees incurred.

XIV. Alcohol and Drugs. Service Provider agrees that the presence of alcohol and drugs are prohibited on the Work Site and while performing their Services. If the Service Provider or any of their agents, employees, or subcontractors are determined to be present or with alcohol or drugs in their possession, this Agreement shall terminate immediately.

XV. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of heirs, personal representatives, successors, and assigns of the Parties. Any provision hereof which imposes upon the Service Provider or Client an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon the Service Provider or Client.

XVI. Default. In the event of default under this Agreement, the defaulted Party shall reimburse the non-defaulting Party or Parties for all costs and expenses reasonably incurred by the non-defaulting Party or Parties in connection with the default, including, without limitation, attorney’s fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing Party or Parties shall be reimbursed by the other Party for all costs and expenses incurred in connection with the suit or action, including, without limitation, reasonable attorney’s fees at the trial level and on appeal.

XVII. No Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver.

XVIII. Governing Law and Venue. This Agreement shall be governed by and shall be construed in accordance with the laws in the State of Michigan. Parties agree to submit to the exclusive jurisdiction of the federal or state courts located in Kent County, Michigan. This Agreement shall be governed by and shall be construed in accordance with the laws in the State of Michigan. Parties agree to submit to the exclusive jurisdiction of the federal or state courts located in Kent County, Michigan.

XIX. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

XX. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties to its subject matter and supersedes all prior, contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all Parties.

XXI. Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, natural disasters, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

For the avoidance of doubt, Force Majeure shall not include

financial distress nor the inability of either Party to make a profit or avoid a financial loss,
changes in market prices or conditions, or
a party’s financial inability to perform its obligations hereunder.

Arthrex, Inc.

Legal Notice

Terms, Conditions and Legal Restrictions on Use of Arthrex, Inc. Website

Arthrex – Short Code Terms of Service

Arthrex, Inc. Legal Notice Terms, Conditions and Legal Restrictions on Use of Arthrex, Inc. Website

ATTENTION: PLEASE READ THIS AGREEMENT AND ITS TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND ARTHREX, INC. BY ACCESSING THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS THEY MAY BE AMENDED, AS WELL AS TO THE TERMS OF OUR PRIVACY STATEMENT. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS (AS THEY MAY BE AMENDED), DO NOT USE THIS WEBSITE.

This Website (“Site”). This Site is produced by Arthrex Grand Rapids at its headquarters in Grand Rapids, Michigan, USA. The content of this Site is the sole property of Arthrex Grand Rapids and is protected under applicable copyright and trademark laws. We reserve the right, in our sole discretion, to block any domains from gaining access to this Site.

Your Use of this Site. Arthrex, Inc. authorizes you to view and download a single copy of the materials at this Site provided you comply with the following terms and conditions:

the information may be accessed for your personal and professional education and for non-commercial purposes only;

any copies must have all copyright and other proprietary notices contained in the original materials;

the materials and information may not be modified, reproduced, publicly displayed, performed, distributed, or otherwise used for any public or commercial purpose without the express written permission of Arthrex, Inc.

Arthrex, Inc. reserves the right to revoke such authorization at any time, and your use shall be immediately discontinued upon notice from Arthrex, Inc.

you agree not to disrupt information posted on this Site or any of our servers.

you agree not to attempt to circumvent any security features of our Site, and to abide by all applicable local, state, federal and international laws, rules, and regulations.

you grant to Arthrex, Inc. the right to use all content you upload or otherwise transmit to this Site, subject to these Terms and Conditions and Arthrex, Inc.’s Privacy Policy in any manner Arthrex, Inc. chooses.

no confidential relationship shall be established if any Site user communicates with Arthrex, Inc. in any oral, written, or electronic form.

Your use of the materials and information is by limited license only and does not constitute any transfer of ownership. This license is nontransferable and nonexclusive and may be terminated or revoked at any time at our sole discretion. By accepting this license, if you breach any of the terms or conditions of this Agreement, your authorization to use this Site and any downloaded materials automatically terminates, and you must immediately destroy any downloaded or printed materials.

Surgical Techniques. The surgical techniques presented on this Site are used to demonstrate examples of surgical techniques used with Arthrex, Inc. products. Arthrex, Inc. as the creator and distributor of its products, does not practice medicine, does not render medical or professional advice, and does not recommend these or any other surgical techniques for use on a particular patient. The information on this Site is not meant to be a substitute for the advice provided by a surgeon or other qualified medical professional on using these products. You should talk with your physician or healthcare provider for more information about your health condition and whether Arthrex’s products might be appropriate for you. The surgeon who performs any surgical procedure is responsible for determining and using the appropriate techniques for surgical procedures on each individual patient. Arthrex, Inc. is not responsible for selecting the appropriate surgeon or surgical technique for an individual patient. Inclusion on the site is not intended to imply any endorsement or other comment on the surgeon’s skills. You should not rely on any information on these pages to replace consultations with qualified professionals to meet your individual needs.

User Correspondence to Arthrex, Inc. Please do not send any communications or correspondence to us that contain ideas for new products or services. Any material, information, or other communication you transmit or post to this Site will be considered non-confidential and non-proprietary. Arthrex, Inc. will have no obligations concerning your communications and shall be free to disclose, reproduce, publish, and use such information for any purpose, including commercial purposes, and through any means, without any obligation or compensation whatsoever to you. You shall have no recourse against Arthrex, Inc. for any alleged or actual infringement or misappropriation of any proprietary rights in your communications to us.

User Communications. Arthrex, Inc. may, but is not obligated to, monitor or review the content of any communications on this Site, including but not limited to chat rooms, bulletin boards, or other user forums. Arthrex, Inc., however, will have no liability related to the content of any such communication, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Arthrex, Inc. is not the publisher or speaker of any information provided by another person or entity.

Other Website Links. This Site may have links to other websites not associated with Arthrex, Inc., provided solely for your convenience. If you decide to access any websites linked to this Site, you do this entirely at your own risk. Arthrex, Inc. is not responsible for nor endorses the content of or materials found on such other websites. Arthrex, Inc. does not in any way recommend a particular product or service or the results obtained from using such products or services and does not guarantee the accuracy of any information on any such websites. Arthrex, Inc. shall not be liable for any damages or injury resulting from your access to such other websites.

Disclaimer. THE MATERIALS PROVIDED AT THIS SITE ARE PROVIDED ‘AS IS’ WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. Although we endeavor to provide you with the latest information about our company, products, and services, Arthrex, Inc. does not warrant the accuracy, adequacy, or completeness of the content and materials at this Site and expressly disclaims liability for errors and omissions therein.

Information published at this Site may refer to products, programs, or services unavailable in your country. Consult your local Arthrex, Inc. business contact for information regarding the products, programs, and services that may be available to you. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Your use of this Site is at your own risk, and it is your responsibility to take precautions to ensure that the pages and other materials are free from viruses, worms, trojan horses, time bombs, or other items of a destructive nature. There is no guarantee that this Site will be available on a consistent or ongoing basis, and the provisions of this Site may be subject to periods of interruption or poor performance and may be terminated at any time.

Arthrex, Inc. may change the materials at this Site or to the products and prices described in them at any time without notice; however, the materials may be out of date, and Arthrex, Inc. makes no commitment to update them. This Site may contain forward-looking statements about opportunities and developments at Arthrex, Inc. that necessarily involve uncertainties. Actual opportunities and developments may differ materially from those projected.

Limitation of Liability. Under no circumstances shall Arthrex, Inc., its suppliers, distributors, or other third parties mentioned at this Site be liable for any damages or injury whatsoever, including direct, indirect, special, or consequential damages, arising out of use, inability to use, the results of use of this Site, reliance on information at this Site, any websites linked to this Site, or the materials or information contained at any or all such sites, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages or injury, Arthrex, Inc. shall also not be liable under any circumstances for any damages due to mistakes, omissions, computer virus, interruptions, deletion of files, errors, defects, delays in operation or transmissions, or failure of performance and, if your use of the materials or information from this Site results in the need for servicing, repair, or correction of equipment or data, you assume all costs thereof. Arthrex, Inc. expressly disclaims any and all liability for injury and/or damages of any kind that result from an individual using techniques discussed on this Site, whether a physician or other person asserts such a claim. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Indemnification. You agree to defend, indemnify, and hold Arthrex, Inc. harmless from any and all liabilities, costs, and expenses, including reasonable attorney fees, related to any violation by you of the terms and conditions of this Agreement.

Applicable Laws. Arthrex Grand Rapids administers this Site from its offices in Grand Rapids, Michigan, USA. Arthrex Grand Rapids makes no representation that materials at this Site are appropriate or available for use outside the United States. Access to Site materials from territories where their contents are illegal is prohibited. You may not use, export, or re-export the materials at this Site or any copy or adaptation in violation of any applicable laws or regulations. If you choose to access this Site from outside the United States, you do so on your initiative and are responsible for compliance with applicable local laws. These terms will be governed by and construed per the laws of the State of Florida in the United States without giving effect to any principles of conflicts of laws. We may transfer your Personal Information internationally between jurisdictions and outside of the jurisdiction in which you submitted your information, including to jurisdictions that the European Union may not deem to provide “adequate” data protection. Please do not provide us with any information that you do not wish to be transferred internationally. If any part of this Agreement, its terms or conditions are deemed to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

Arthrex, Inc. Products. This Site contains information about products that may or may not be available in any particular country or region of the world, may be available under different trademarks in different countries, and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries. You should not construe anything on this Site as a promotion or solicitation for any product or for the use of any product that is not authorized by the laws and regulations of the country where you are located or not approved by any regulatory agencies of the country in which you are located.

Privacy and Security. Arthrex, Inc. is committed to safeguarding the privacy of users of this Site. By using this Site, you agree to be bound by our Privacy Statement. While Arthrex Grand Rapids. has safeguards to prevent unauthorized access to your information, there is no absolute guarantee of security. IN THE UNLIKELY EVENT OF UNAUTHORIZED ACCESS, ARTHREX, INC. SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUFFERED BY A USER. EACH USER IS RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THEIR OWN PASSWORD.

General. This Site is provided as a service to its visitors. Arthrex, Inc. reserves the right to delete, modify, revise, or supplement the content of this Site and this Agreement at any time for any reason without notice to anyone. You should visit this page from time to time to review the then-current terms of this Agreement because they are binding on you. Certain provisions and terms of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages at this Site.

Arthrex – Short Code 278479

Terms of Service

When you opt-in to the service, we will send you a message to confirm your signup. Message and data rates may apply. Message frequency varies by use. Text “HELP” for help. Text “STOP” to cancel.
You can cancel this service at any time. Just text “STOP” to 278479. After you send the “STOP” message, you will receive a reply confirming you have been unsubscribed. After this, you will no longer receive messages from us. If you want to join again, sign up as you did the first time, and we will send you messages again.
If you ever forget what keywords are supported, just text “HELP” to 278479. After you send the message, we will respond with instructions on how to use our service and how to unsubscribe.
Participating carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Boost Mobile, MetroPCS, Virgin Mobile, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central, IL (ECIT), Cellular One of Northeast Pennsylvania, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).
T-Mobile is not liable for delayed or undelivered messages.
As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
If you have any questions about the services provided by this short code, please send an email to Communications@Arthrex.com. If you have any questions regarding privacy, please read our Privacy Notice.

Contact Information. For further information concerning this Site, please contact us by emailing webmaster@Arthrex.com.