CONTENTS

Copyright © The Orthopaedic Implant Company. All rights reserved. The entire contents of this web site are the sole property of The Orthopaedic Implant Company (“OIC”). The copying, redistribution, or publication of any part of this site, in whole or in part, is strictly prohibited without the express, written consent of OIC. Violators will be prosecuted. We reserve the right to block any domains we choose from accessing this web site. The use of any trademarks that may belong to OIC without the express, written consent of OIC is prohibited and may be in violation of copyright law, trademark law, or other applicable laws including those governing libel, slander, publicity, and privacy.

This site is produced and owned by The Orthopaedic Implant Company, Inc. Your use of this Site constitutes your acceptance of the following terms and conditions (“Terms”). If you do not agree to abide by all of the provisions contained in these Terms, you must not use or access the Site. The Orthopaedic Implant Company reserves the right to make changes to these Terms, which will be posted on the Site and become effective immediately upon posting. For this reason, we urge you to read these Terms each time you visit the Site.

SCOPE

The Orthopaedic Implant Company controls and operates this Site from the United States of America. This Site is intended for use by U.S. residents only and contains information regarding The Orthopaedic Implant Company products and services available for sale or distribution within the U.S. If you are a non-U.S. resident, you may access this Site solely at your own risk and are responsible for compliance with local laws and regulations, if applicable. Any references to products or services on the Site do not imply that The Orthopaedic Implant Company intends to announce or offer these products or services in your country.

REGISTERED USERS

Visitors to the Site may use the public areas of the Site for informational purposes and are subject to these Terms. In addition, certain areas of this Site contain information intended only for medical professionals. Accordingly, The Orthopaedic Implant Company reserves the right to limit access to certain areas of the Site to medical professionals who register and meet the qualifications imposed by us. The resources provided in the Resource Library and certain other password-protected areas of this Site are specific to and intended for medical professionals who specialize in the medical specialties that we serve. To register, a medical professional must provide us with certain personal information, including his or her name, profession, email address, postal address, title and clinical affiliation. If you do not qualify, please do not attempt to register with us. Upon our review and acceptance of your registration information, The Orthopaedic Implant Company will provide you with a User ID and password. The information you provide must be accurate and complete, and it is your responsibility to inform us of any changes to that information by emailing our webmaster. We reserve the right to discontinue access to any restricted area of the Site at any time, without notice to you, for any reason. If you are or become a registered user, you are responsible for maintaining the confidentiality of you User ID and password. If you become aware of unauthorized use of your User ID and password, you agree to immediately notify The Orthopaedic Implant Company. The personal information provided by you is subject to our Privacy Policy, which can be found at www.orthoimplantcompany.com.

MODIFICATIONS TO SITE

The Orthopaedic Implant Company reserves the right to modify or discontinue the Site (or any portion of the Site), temporarily or permanently, with or without notice to you, and is not obligated to support of update the Site. The Orthopaedic Implant Company shall not be liable to you or any third party in the event that The Orthopaedic Implant Company exercises its right to modify or discontinue the Site (or any portion of the Site). Unless explicitly stated otherwise, any new features that augment or enhance the current Site shall be subject to these Terms.

COPYRIGHT NOTICE

Unless otherwise indicated, all of the trademarks, service marks, and logos displayed on this Site are registered and unregistered trademarks of The Orthopaedic Implant Company, its affiliates or subsidiaries or third parties who have licensed their trademarks to The Orthopaedic Implant Company or one of its affiliates or subsidiaries. In addition, all content, including but not limited to text, software, music sound, photographs, video, graphics or other material contained on this Site or in commercially produced information presented to you through the Site by The Orthopaedic Implant Company, its affiliates or The Orthopaedic Implant Company’s third party licensors (Content) is protected by copyright, patents or other proprietary agreements and laws and you are only permitted to use Content as expressly authorized by The Orthopaedic Implant Company, its affiliates or its licensors. Nothing contained herein transfers any right, title, or interest in the Site or the Content to you.You may download, view, copy and print Content, subject to the following: (a) the Content may be used solely for personal, informational, or internal business purposes; (b) any and all copyright, trademark and other proprietary rights notices must appear on all copies, including the copyright notice at the bottom of the page; (c) the Content may not be modified or altered in any way; (d) no graphics may be used separate from accompanying test. Except as provided above, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, frame, mirror on another Web service, use any meta tags, inline any graphics or distribute any Content or information from the Site in whole or in part without the express permissionn of The Orthopaedic Implant Company. Requests for such permission should be made to info@orthoimplantcompany.com. Any rights not expressly granted herein are reserved. Please be advised that The Orthopaedic Implant Company enforces its intellectual property rights to the fullest extent of the law.Certain product, service, or company designations for companies other than The Orthopaedic Implant Company may be mentioned in the Site for identification purposes only. Such designations are often claimed as trademarks or service marks of their respective owners. However, you should contact the appropriate companies for more complete information regarding such designations and their registration status.

NO MEDICAL ADVICE

The information on this Site is provided for information purposes only and is not intended or recommended as a substitute for professional medical advice. Always seek the advice of your physician or other qualified health care provider regarding any medical condition or treatment.We may also include certain information, reference guides and databases intended for use by licensed medical professionals. These tools are not intended to give professional medical advice. Physicians and other health care providers should always exercise their own clinical judgment for any given situation.

USER FEEDBACK

The Orthopaedic Implant Company is pleased to hear from visitors and welcomes your comments regarding the Site. Please be advised, however, that The Orthopaedic Implant Company and its employees do not accept or consider unsolicited ideas, including ideas for new products or technologies, processed, materials, marketing plans, or new product names. Please do not send your unsolicited ideas or any original materials to The Orthopaedic Implant Company or anyone at The Orthopaedic Implant Company. If, despite this request, you still send The Orthopaedic Implant Company your ideas and materials, please understand that by submitting the information through this Site, you assign The Orthopaedic Implant Company, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in the information or materials you submit. We will be entitled to use any information and materials you submit through this Site for any purpose whatsoever without restriction and without compensating you in any way, and by submitting any such information and materials, you represent to The Orthopaedic Implant Company that you have the right to do so.

LINKS

The Site may provide links to web sites operations by The Orthopaedic Implant Company outside of the U.S. as well as web sites operated by third parties. Please refer to the separate terms of use, privacy policies, and other rules posted on these linked sites before you use them. Third party links are provided merely as a convenience to you, and the inclusion of any link does not imply affiliation of endorsement by The Orthopaedic Implant Company. The Orthopaedic Implant Company does not review, monitor or check the accuracy of content published on third party sites, and is not responsible for the availability of, the content provided on, third party sites. If you choose to purchase any products or services from a third party, your relationship is directly with the third party and The Orthopaedic Implant Company is not responsible for any loss or damage of any sort you may incur from dealing with any third party. Third party web sites may contain information about uses of products that have not been approved or cleared by the U.S. Food and Drug Administration. The Orthopaedic Implant Company does not endorse the off-label use of any of our products. In general, in the absence of any other agreement with The Orthopaedic Implant Company, you may link or hyper-link to the home page of the Site from your website, subject to the following: (a) you notify us by email at webmaster@orthoimplantcompany.com specifying the URL of each page from which you will be linking to our home page; (b) you do not frame the Site or any portion of the Site; (c) you do not deep link into the Site (i.e., you do not link into any page other than the home page); (d) the link or hyper-link to the Site is not used in a way that suggests that The Orthopaedic Implant Company endorses you or your web site; (e) the link is identified using plain text rendering of the The Orthopaedic Implant Company name and not any trademark or The Orthopaedic Implant Company logo; (f) the link or hyper-link to the Site is not used or presented in any way that disparages The Orthopaedic Implant Company or tarnishes, blurs, or dilutes the quality of The Orthopaedic Implant Company’s names or trademarks or any associated goodwill; and, (g) you agree that we may terminate your right to link or hyperlink to the Site at any time for any reason or no reason.

DISCLAIMER

THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS, AND SERVICES PROVIDED ON THE SITE, PART PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE Orthopaedic IMPLANT COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. THE Orthopaedic IMPLANT COMPANY MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. ANY CONTENT, MATERIALS, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK. THE Orthopaedic IMPLANT COMPANY SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WIRTTEN, OBTAINED BY YOU FROM THE Orthopaedic IMPLANT COMPANY OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE Orthopaedic IMPLANT COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY SERVICES PROVIDED THROUGH THE SITE, EVEN IF THE Orthopaedic IMPLANT COMPANY WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. THIS LIMIATION ON LIABILITY APPLIES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY DISABLING DEVICE OR VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OR MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PRODLMENTS, UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OR OPERATOR ERRORS.

PRIVACY POLICY

All information submitted to the Site, including but not limited to personally identifiable information, is treated in accordance with the The Orthopaedic Implant Company Privacy Policy as available on www.orthoimplantcompany.com.

EXPORT RESTRICTIONS / LEGAL COMPLIANCE

The Orthopaedic Implant Company controls this Site from within the United States of America. You may not access, download, use or export the Site or the Content in violation of U.S. export laws or regulations or in violation of any other applicable laws or regulations.

ACKNOWLEDGEMENT

By accessing this Site or registering with The Orthopaedic Implant Company, you agree to all the terms and conditions of these Terms. You acknowledge that you have read and understood these Terms and that these Terms have the same force and effect as a signed agreement. You further agree that the Terms shall be governed by and construed in accordance with the laws of the State of Nevada.

Terms and Conditions of Sale

Scope and Acceptance. These Terms and Conditions of Sale (“Terms”) are applicable to all sales of its goods and products (“Products”) by The Orthopaedic Implant Company (“OIC”) to third party purchasers (each, a “Purchaser”) and are the only terms and conditions applicable to the sale of Products. Any of the following shall constitute Purchaser’s unqualified acceptance of these Terms: (a) written acknowledgement of these Terms; (b) issuance of a purchase order for Products (“Order”); (c) acceptance of any shipment or delivery of Products; (d) payment for any Products; or (e) any other act or expression of acceptance by Purchaser.

Purchase Orders and Pricing. OIC has no obligation to accept any Order; however, OIC may accept an Order by confirming the Order in writing or by delivering the applicable Products to Purchaser, whichever occurs first. Orders are not binding on OIC unless so accepted, and OIC may reject or cancel an Order, which it may do without liability or penalty and without constituting a waiver of any of OIC’s rights or remedies. Upon acceptance of an Order, Purchaser shall be obligated to purchase from OIC quantities of Products specified in such Order. Cancellation or modification of all or part of any Order is subject to OIC’s prior written consent in each instance and subject to payment of reasonable charges for any expenses incurred by OIC in processing the Order. Prices for Products are as set forth on the applicable Order, or if no prices are stated on the applicable Order, at OIC’s then-current rates for the Products at the time of shipment, unless otherwise agreed in writing (“Purchase Price”). Purchaser agrees to pay to OIC the Purchase Price. All Purchase Prices are exclusive of, and Purchaser is solely responsible for, and shall pay all taxes, including all sales, use, value added and excise taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld or assessed by any governmental authority, with respect to, or measured by, the manufacture, sale, shipment, use or Purchase Price of the Products (including interest and penalties thereon). All prices quoted shall be in U.S. Dollars, unless expressly indicated by OIC otherwise.

Payment Terms. Unless otherwise expressly agreed in writing by OIC and with approved credit, payment for Products is due net 30 from OIC delivery, and OIC shall have no obligation to deliver the Products unless and until payment has been received. Purchaser shall remit payment to OIC by wire transfer, ACH, check, or otherwise as agreed between the parties.

Delivery; Risk of Loss; Title. Delivery shall be FOB Origin.OIC reserves the right to subcontract its fulfillment of any Order or part thereof. In absence of packing instructions from Purchaser that OIC accepts, OIC shall use its own discretion in choice of method of packing. Risk of loss and damage, whether insurable or otherwise, shall pass to Purchaser after the Products are made available at OIC’s warehouse location in Reno, Nevada. Loss of or damage to the Products after the risk of such loss or damage has passed to Purchaser does not discharge Purchaser from its obligation to make full payment of the Purchase Price and other sums due. OIC shall use commercially reasonable efforts to make delivery of Products within the time requested by or discussed with Purchaser, however, such times are non-binding and are not of the essence or representations of fact, and OIC shall not be liable for any loss, damage, cost, or expense resulting from any delay. In the event of delay beyond any date agreed for OIC’s performance of its obligations under these Terms due to circumstances for which Purchaser is responsible (including a lack of acceptance), the risk of accidental loss of the Products to be delivered (including while in storage) passes to Purchaser from the time of such delay, and OIC will be entitled to compensation for any costs, expenses, and losses it suffers by reason thereof. In case of accidental loss, OIC shall be released from its performance obligations; however, Purchaser remains obliged to make full payment of the Purchase Price and other sums due. Notwithstanding delivery and the passing of the risk of loss to Purchaser, OIC shall retain title to all Products supplied to Purchaser until Purchaser has remitted the entire Purchase Price and any other sums due in full for the applicable Products.

Inspection and Returns. Purchaser shall inspect the Products immediately upon receipt. Unless Purchaser provides OIC with written notice of any claim for damaged, defective, or insufficient Products within ten (10) days after delivery,such Products shall be deemed finally inspected, checked, and accepted by Purchaser. Purchaser may not return Products, and OIC is not obligated to accept returned Products, without OIC written authorization and the parties’ agreement as to the terms of any refundable payments. Title to the Products returned in accordance with this Section 5, if already acquired by Purchaser, shall retransfer to OIC upon delivery of the Products to OIC facilities.

Bankruptcy. If Purchaser becomes insolvent, a petition is filed for Purchaser’s reorganization or for Purchaser’s adjudication as a bankrupt entity, Purchaser makes an assignment for the benefit of creditors, a receiver or trustee is appointed for any of Purchaser’s assets, or in the event any other insolvency proceeding or formal or informal proceeding for the dissolution, liquidation, or winding up or affairs of Purchaser is commenced, then, notwithstanding anything to the contrary contained in these Terms: (a) all sums unpaid by Purchaser for Products shall immediately become due and payable, and (b) Purchaser’s right to deal in the ordinary course of business or otherwise sell or dispose of Products the title of which is retained by OIC shall automatically and immediately terminate.

Compliance Requirements. Purchaser shall keep complete and accurate records of all sales of each Product, and any medical practitioners and patient using or provided each Product for seven (7) years or such longer period as may be required by applicable laws.Purchaser shall furnish such records to OIC within three (3) days of any request.Purchaser is only purchasing the Products for medical use. Purchaser acknowledges that it is required by law to disclose, an any cost reports or claims for reimbursement submitted to Medicare, Medicaid, or certain other health care programs, the cost (including, but not limited to, any discounts, rebates or other price concessions) of any Product and on request, provide to the U.S. Department of Health and Human Services and any state agencies any invoices, statements, and other documentation reflecting such costs. Purchaser should not include as a discount for cost-reporting purposes the value of any item that is designated as a sample or that the Purchaser knows constitutes a sample, and it should not seek reimbursement for any such items. The purchase of Products is not intended to violate the Anti-Kickback Statute, 42 U.S.C. 1320(a)-7b(b). Purchaser is aware of its legal obligations for cost reporting, including those found in 42 C.F.R. § 1001.952(g) and (h), and will request from OIC any information beyond the invoice necessary to fulfill Purchaser’s cost reporting obligations. Purchaser represents and warrants that neither it nor any of its affiliates, officers, directors, subcontractors, agents, employees or representatives have ever been debarred, excluded, or suspended by the Department of Health and Human Services’ Office of Inspector General or otherwise deemed ineligible to participate in federal healthcare or procurement programs, or to the extent applicable, state healthcare or procurement programs; or convicted of a criminal offense related to health care reimbursement. Purchaser shall, and shall ensure anyone marketing, buying, recommending or using the Products acquired by Purchaser (collectively, “Representatives, Practitioners, and Patients”), comply with all applicable laws regarding the export, import, marketing, advertising, promotion, sale, distribution, and use of the Products, including any applicable tax and foreign exchange legislation or regulations, and that such Representatives, Practitioners, and Patients comply with all manufacturer recommendations and requirements applicable to each Product. Without limiting the generality of the foregoing, Purchaser acknowledges that the Products are subject to U.S. export control laws. Purchaser represents, warrants, and covenants that it shall, at its sole risk and expense: (a) obtain any required export or import license or other required official authorization from any governmental body; (b) comply with all customs formalities for the importing and exporting of Products; and (iii) pay all charges, fees, expenses, duties, taxes, and other costs related to the purchase, transportation, and delivery of the Products to Purchaser. PURCHASER SHALL IMMEDIATELY NOTIFY OIC IF PURCHASER’S OR ITS REPRESENTATIVES’ EXPORT PRIVILEGES UNDER U.S. LAW ARE DENIED, SUSPENDED, OR REVOKED IN WHOLE OR IN PART BY ANY U.S. GOVERNMENT ENTITY OR AGENCY.

Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS OTHERWISE AGREED IN WRITING BY OIC, THE PRODUCTS ARE PROVIDED “AS IS” AND OIC DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Purchaser acknowledges that it has not been induced to enter these Terms by any representation as to performance or other attributes of the Products. Any description of the Products by OIC is by way of identification only and the use of such description shall not constitute or be deemed to constitute a sale by description. If Purchaser inspected a sample of the Products, the parties agree that such sample was inspected solely to enable Purchaser to judge for itself the quality of the Products and not to constitute a sale by sample. Notwithstanding anything to the contrary herein, OIC shall have no liability under any of its representations or warranties with respect to: (i) any alteration, modification, repair or enhancement of the Products by Purchaser or any third party without OIC’s prior written consent; (ii) any misuse of the Products or Purchaser’s use of the Products not in accordance with OIC specifications, recommendations or instructions; (iii) any non‐medical uses the Products; or (iv) use outside the country of delivery. All warranties are automatically void if Purchaser transfers or sells the Products to any third party without OIC’s prior written consent.

Indemnification. To the maximum extent permitted by applicable law, Purchaser agrees to indemnify and hold OIC each of its respective subsidiaries, affiliates, officers, directors, employees, and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or related to: (a) any breach of this Agreement by Purchaser, or (b) the negligence, willful misconduct or fraud of Purchaser or its employees or agents in connection with the sale of Products.

Limitation of Liability. IN NO EVENT SHALL OIC BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS, ARISING FROM THE SALE OR USE OF PRODUCTS, WHETHER BASED UPON TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF CONTRACT, OR ANY OTHER THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT OIC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OIC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO OIC PURSUANT TO THE APPLICABLE ORDER GIVING RISE TO THE CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Assumption of Risk.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE RELATED TO THE USE OF SUCH PRODUCTS.

Force Majeure. OIC shall not be responsible or held liable for any delay or default in the performance of its obligations under these Terms to the extent and as long as such delay and/or default is caused by: acts of God, fires, and natural disasters; government orders; epidemics; strikes, lockouts, or other industrial action by employees; actions to secure labor, materials or supplies at commercially justifiable rates; accidents or plant or vehicle breakdowns; war, terrorism, or civil commotion; acts of Purchaser; or any other circumstances beyond OIC’s reasonable control (“Force Majeure”). If there is a delay or non-performance due to Force Majeure, then OIC may, at its option and without liability, revoke all or any portion of its acceptance of any outstanding Orders and/or extend any date upon which any performance thereunder is due.

OIC’s Performance Excused Upon Purchaser’s Breach. In addition to the rights and remedies OIC may have at law or in equity, OIC shall not be required to proceed with fulfilling any Order or otherwise performing under these Terms if Purchaser is in default in the performance of any of its obligations under these Terms. If OIC has reasonable doubt as to Purchaser’s creditworthiness, OIC may suspend shipments under any Order or may require Purchaser to pay in advance or immediately upon delivery. OIC shall be excused from fulfilling subsequent Orders if Purchaser is in breach with regard to any prior fulfilled Orders, including with respect to non-payment.

Confidentiality. All non-public, confidential, or proprietary information of OIC, including specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that OIC discloses to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with these Terms, is confidential, solely for the use of performing these Terms, and may not be disclosed or copied unless authorized in advance by OIC in writing. Upon OIC’s request, Purchaser will promptly return all documents and other materials received from OIC. OIC will be entitled to injunctive relief for any violation of this Section 14, without having to post bond or establish the insufficiency of a remedy at law. This Section 14 does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.

Intellectual Property. Purchaser’s purchase of Products from OIC does not entitle Purchaser to use, register, or otherwise identify Purchaser or its business with the name, trademark, service mark, or other indicia of OIC or any of its affiliates without OIC prior written consent. All such marks and goodwill associated with such marks remain the sole and exclusive property of OIC or its affiliates. Nothing in these Terms is intended to grant or confer any rights by license or otherwise to Purchaser under any of OIC or its affiliates’ intellectual property, including any trade secrets.

Governing Law. These Terms and the sale of Products shall be governed by and construed in accordance with the laws of the State of Nevada, USA, applicable to contracts made and performed in the State of Nevada, without reference to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded from application to these Terms. The governing language of these Terms shall be English. If these Terms are translated into a language other than English, then the English version shall prevail.

Dispute Resolution. In the event of any conflict or claim arising out of or relating to any provision of these Terms or breach thereof, the parties shall make a good faith effort to settle such conflict amicably between themselves. Any such conflict which the parties are unable to resolve shall be settled in accordance with the rules of the American Arbitration Association. The award or decision shall be rendered by a majority of an arbitration panel consisting of three (3) members, one (1) of whom shall be appointed by Purchaser, one (1) of whom shall be appointed by OIC and the third of whom shall be the chairperson of the panel and appointed by mutual agreement of said two (2) party-appointed arbitrators. Such arbitration proceedings shall be conducted in Reno, Nevada. The award or decision through arbitration shall be binding upon the parties and may be incorporated into and thereupon enforced as an order of a court of competent jurisdiction. Any arbitration award pursuant to this Section 17 shall be subject to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THEIR INTERPRETATIONS. Notwithstanding the foregoing, nothing in this Section 17 will prevent OIC from seeking interim injunctive other equitable relief in any court having jurisdiction, nor shall anything in this Section 17 prevent OIC from filing any debt collection action against Purchaser in local courts, and Purchaser further agrees that OIC shall have the right to seek injunctive relief, without the necessity of posting any bond or establishing the insufficiency of a remedy at law, upon any violation or threatened violation of these Terms by Purchaser, in addition to all other rights and remedies available at law or in equity.If a party commences any action or proceeding against another party in order to enforce the provisions of these Terms or to recover damages as a result of the alleged breach of any of the Terms, the prevailing party shall be entitled to recover, and the arbitrator(s) or court may award, from the other party all reasonable costs in connection therewith, including reasonable attorneys’ fees.

Miscellaneous.

Nature of Relationship. In performing hereunder, OIC and Purchaser are both acting as independent contractors and neither party undertakes to perform any obligation of the other, whether regulatory or contractual, or to assume any responsibility for the other’s business or operations. OIC may sell similar Products to third parties without restriction. Nothing in these Terms shall be deemed to constitute a partnership or joint venture between OIC and Purchaser. Neither party shall hold itself out as having any authority to enter into any contract or create any obligation or liability on behalf of or binding upon the other party. OIC and Purchaser shall separately assume complete responsibility for obligations under any applicable employers’ liability, workmen’s compensation, social security, unemployment insurance, occupational safety, and health administration laws and other laws with respect to its own hired or leased employees or workers.

Severability.If any provision of these Terms shall be held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.A provision of similar economic effect shall be substituted for any invalid, illegal, or unenforceable provision.

Waiver.No change, modification, or waiver of any provision of these Terms shall be valid or binding unless it is in writing and accepted by OIC. Any delay or omission in exercising any right, power, or remedy pursuant to a breach or default by a party shall not impair any right, power, or remedy that either party may have with respect to a future breach or default.

Assignment.Purchaser may not assign any of its rights or delegate any of its obligations hereunder or under any Order without obtaining OIC prior written consent in each instance. Any attempted assignment or delegation by Purchaser in violation of this Section 18.iv. is void. These Terms shall be binding upon and shall inure to the benefit of the successors and permitted assigns of Purchaser and OIC.

Construction. The section headings used in these Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Terms. All words used in these Terms will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms including the following provisions: Payment Terms, Disclaimer Limitation of Liability, Assumption of Risk, Confidentiality, Governing Law, Dispute Resolution, and Miscellaneous.

Entire Agreement. These Terms supersede all prior oral or written agreements, proposals, discussions, correspondence, representations, warranties, and covenants for the sale of the Products by OIC to Purchaser. No course of prior dealings, acceptance, or acquiescence in a course of performance and no usage of the trade shall be relevant to supplement, explain, or modify any provisions contained herein. All representations, promises, warranties, or statements by an agent or employee of OIC that differ in any way from these Terms shall be given no force or effect. No waiver or alteration of terms herein shall be binding unless in writing signed by an authorized representative of OIC. OICHEREBY OBJECTS TO AND REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER FOR THE SALE OR PURCHASE OF PRODUCTS, INCLUDING THOSE CONTAINED IN A PURCHASE ORDER, confirmation form, or OTHER document SUBMITTED BY PURCHASER, AND SUCH ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS SHALL BE VOID AND OF NO FORCE OR EFFECT.

CONTACT INFORMATION

If you have any questions regarding these Terms or the Site, please contact The Orthopaedic Implant Company info@orthoimplantcompany.com.