Terms & Conditions

These Terms & Conditions (this “Agreement”) are made between The Journal of Bone and Joint Surgery, Inc., a Massachusetts non-profit corporation (“JBJS”), and the medical institution identified in the account registration page (“Institution”).

  1. JBJS’s Obligations.  During the term, JBJS shall provide each orthopedic surgeon employed by of affiliated with the Institution, whose name and contact information is furnished to JBJS by Institution (each, a “Member”), the opportunity to purchase courses available from the JBJS Orthopaedic Education Center (“OEC”) at a 20% discount off the published price (the “Discount”). JBJS shall provide to Members online registration instructions and a promotional code to redeem the Discount (the “Code”); shall charge Members who register for OEC courses (each, a “Course”) using the Code the Discount price; and shall provide a new Code for Members on an annual basis. JBJS shall have no obligation to add or remove Members unless notice of such addition or removal is provided to JBJS. JBJS shall use reasonable security measures to protect the confidentiality and security of any personal information it learns about Members.  JBJS will maintain awareness of the OEC benefit through promotional campaigns targeting the Members as well as activity additions.

  2. Institution’s Obligations.  During the term, Institution shall:  (a) announce to all Members, in print or electronically, the availability of OEC Courses at the Discount; (b) provide to JBJS upon request a list of the Members along with their email addresses, and (c) provide updates to such information as Members change or when requested by JBJS.

  3. Use of Name, Logo and Member Information.  As long as this Agreement remains in effect JBJS may identify Institution as a JBJS “affiliate” or “affinity partner” on its OEC website and in communications or promotions targeting only the Institution’s Members.

  4. No Obligation to Purchase; Non-Exclusivity.  Neither Institution nor any Member is obligated to purchase any OEC Courses. Institution and JBJS agree that this Agreement does not create an exclusive arrangement and thus neither party is restricted from having similar arrangements with other organizations.

  5. Term and Termination.  This Agreement shall become effective when accepted by both parties and shall remain in effect for a period of one year, and then year to year thereafter, provided that either party may terminate this Agreement at any time, with or without cause, by giving the other party at least 30 days’ written notice of termination.  All provisions hereof that by their context are intended to survive the termination of this Agreement, including Section 8, will survive termination. Upon termination, JBJS’s use of Institution’s name and logo shall cease as promptly as practicable.

  6. Representations and Warranties.  Each party warrants and represents to the other that the execution of this Agreement and the transactions contemplated are within its authority and have been duly authorized, that the persons executing this Agreement on its behalf have been authorized to do so, that to its best knowledge this Agreement constitutes its valid and enforceable obligation and that its execution and performance of this Agreement will not (i) result in a breach of any note, contract, license, permit or other obligation (whether written or otherwise) to which such party is bound, or (ii) violate any existing order or decree of any court, agency or other governmental body or any other federal, state or other governmental law, ordinance, rule or regulation, applicable to such party. Institution warrants that (a) JBJS’s use of the Institution’s name and logo, as authorized by this Agreement, shall not infringe or violate the rights of any third party, and (b) Institution has the right to provide the names and contact information of Members for the purposes contemplated by this Agreement. EXCEPT AS EXPRESSLY SET FORTH HERE, NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, OF FITNESS OR AGAINST INFRINGEMENT, all of which warranties are hereby disclaimed. Under no circumstances shall either party be liable to the other party for any indirect, special, consequential or exemplary loss or damage, or lost profits, irrespective of the cause, unless caused by a party’s gross negligence or willful misconduct.

  7. Reporting.  JBJS shall provide usage information to Institution on a semiannual basis, to enable Institution to evaluate this program and its usage by Members.  

  8. Confidentiality.  During the term, each party may receive certain unpublished information from the other party, including (in the case of JBJS) sales reports and the financial terms of this Agreement and (in the case of Institution) identification of Members and information about their usage (including Courses taken). Each party shall treat such unpublished information of the other party as that party’s confidential information and not use or disclose it except as provided herein, unless (i) through no action of such party, the information becomes disseminated or otherwise available to the public, or (ii) the information is received from a third party who is authorized to share it without a duty of confidentiality.  Notwithstanding this section, Institution and JBJS may disclose the other party’s confidential information to its respective officers, trustees, employees, accountants, attorneys, and agents or others, as necessary or advisable to adequately report on the activities, business or profitability of the Agreement, to perform its responsibilities hereunder, and to provide any disclosures required by law.

  9. Miscellaneous. Neither party shall be liable for any delay or failure to perform under this Agreement that is due to causes beyond its reasonable control. The parties’ relationship is strictly contractual, shall not give rise to any fiduciary relationship, and shall remain at all times one of independent contractors; neither party nor its employees, consultants or representatives shall be considered employees, partners, joint venturers, agents or franchisees of the other; and neither has the authority to bind the other nor shall make any representations or commitments on behalf of the other. This Agreement together with any attachments constitutes the entire agreement between the parties regarding its subject matter and supersedes any and all prior or contemporaneous agreements, understandings, representations or statements of either party. No amendment or waiver of rights under this Agreement shall be effective unless made in writing by the party against which it is being enforced. Neither party may assign or otherwise transfer any of its rights or delegate any of its duties hereunder in whole or in part, without the other party’s prior written consent, and any attempt to do so shall be void and of no effect. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles, provided that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Each party irrevocably (i) agrees that any action or proceeding arising from or relating to this Agreement may be brought only in the courts of Massachusetts or the U.S. District Court located in Boston, Massachusetts, (ii) consents, for itself and in respect of its property, to the jurisdiction of each such court in any such action or proceeding, and (iii) waives any objection to proceeding in such venue, including that the forum is inconvenient.