General Terms and Conditions

Metals Economics Group Inc. ("MEG") provides a range of information databases and studies (the “Services”) to its clients, all of which are subject to the terms and conditions of this Service Agreement and may also be subject to additional contract terms between MEG and its particular customers.

This is a legal document that constitutes a contract between MEG and the customer (referred to as “you” or the “Licensee”). If you do not agree to be legally bound by the terms of this Service Agreement, you are prohibited from using any of the Services and must cease any use of the Services.

In consideration for being provided access to the Service, you, the Licensee, hereby agree to the following Service Agreement:

1. Ownership

Subsisting copyright in all of the documentation, text, images, illustrations, data and content published, posted to and accessible through the Service (collectively, the "Content") is owned or licensed by MEG and its subsidiaries. Portions of the Content may be public domain or may not be subject to copyright. Any use of the Services does not grant you any interest in or rights to the Content. Any rights not expressly granted by MEG are reserved.

2. License

Upon acceptance of this Service Agreement, MEG grants you, the Licensee, a non-exclusive, non-transferable, non-assignable and revocable license to access and use the Service and the Content on the conditions set out herein, provided such access, use and reproduction shall be permitted only for internal informational use by you and your business.

For greater certainty, except for the purpose provided herein, you agree:

(a) to use the Service and the Content only for the Licensee's own internal business purposes;

(b) to ensure that the Licensee's employees, agents and other parties who will use the Service and are authorized by MEG to use the Service ("Registered Users") are notified of this Service Agreement and its terms prior to such Registered Users using the same;

(c) to supervise and control the use of the Service and the Content in accordance with the terms of this Service Agreement;

(d) not to otherwise use, reproduce, lease, rent, loan, sell, sublicense, republish alter, modify, perform publicly, display, upload or post on the internet, transmit, re-distribute, import, export, provide access or otherwise exploit the Content or any portion thereof, whether for commercial or monetary gain or not, without the prior written consent of MEG (for consent or licensing inquiries, see the “Contact Us” page on our website).

3. Confidentiality

You agree to store and maintain the Content, and all reproductions thereof, in a secure location to ensure that only those who have been given your express permission to access the Content may do so. Notwithstanding this, in no event shall the Content or any reproductions thereof be accessible to, or used or reproduced by, anyone who is not (i) an employee of your business or (ii) bound by this Service Agreement. No one shall be granted permission by you to access, use or reproduce the Content or any portion thereof without first being advised by you of the content of this Service Agreement.

You agree to protect and keep confidential the login information and password(s) provided by MEG, and to the extent login information and/or password(s) are used, any resulting access, use or reproduction of the Content or any portion thereof shall be deemed to be your access, use or reproduction notwithstanding your lack of knowledge or authorization of same. You agree to advise all Registered Users of the Service under your control that such Registered Users must not share their user names or passwords with anyone else, as they are responsible for all usage of the Service under their individual login information. If you administer multiple accounts in a single organization, you agree to advise us when/if an individual user ceases to be employed with your organization or otherwise ceases to be eligible to hold an account.

To the extent the Content or any portion thereof is reproduced as permitted by the License, you agree to include in such reproduction a notice advising that (i) copyright in the reproduced material is owned by MEG and (ii) use of the material is subject to this Service Agreement.

4. Termination

Use of the Service is subject to suspension and/or termination by MEG (in whole or in part) in its sole discretion, without notice to you in the event of any breach or default or any suspected breach of default of any of this Service Agreement by you or any Registered Users under your control.

In the event a suspected breach or default of any of this Service Agreement by a Registered User under your control, you agree to co-operate with MEG and provide such assistance as may be reasonably necessary to suspend or terminate access to the Service by such Registered User.

MEG may modify or terminate this Service Agreement for any reason, upon 30 days' written notice to you.

Upon termination of the Service by MEG, you agree to immediately destroy all electronic and hard copies of the Content that is or remains “in bulk”. Your license to use the Content ceases upon termination of the Services, other than analyses or reports created by the Licensee that are derived from the Content.

5. Trade-marks

Nothing in this Service Agreement shall be construed as granting you any license or right to use or adopt any registered or unregistered trade-mark, trade name, trading style or commercial designation of MEG. Use of any trade-mark, trade name trading style or commercial designation of MEG is strictly prohibited without prior written consent of MEG. All goodwill for any use of MEG’s name or business name when affixed to any content that is permitted to be reproduced under this Service Agreement shall accrue for MEG’s benefit alone.

6. United Nations Environmental Programme (UNEP)

The contents of any information provided by MEG do not necessarily reflect the views or policies of UNEP or contributory organisations. The designations employed and the presentations do not imply the expressions of any opinion whatsoever on the part of UNEP or contributory organisations concerning the legal status of any country, territory, city or area or its authority, or concerning the delimitation of its frontiers or boundaries.

7. Warranties

While MEG represents that the Content has been collected and compiled in good faith from a variety of sources, it makes no warranty or representation as to the accuracy of the Content. The Service and Content are provided "as is" without warranties, representations or conditions of any kind, either express or implied. MEG disclaims any responsibility for any actions taken by your or the Licensee based, in whole or in part, in reliance on the Content. MEG is not engaged in giving professional advice of any kind.

For greater certainty, without limiting the foregoing, MEG provides no warranties or representations (i) as to the network transmission capacity of your business or of common carriers; (ii) as to the reliability of the equipment of your business or of common carriers; (iii) as to the accuracy, completeness, reliability, suitability or timeliness of the Content; (iv) that the Content shall be of merchantable quality or fit for a particular purpose; (v) that access or use of the Content through this internet website shall be uninterrupted or error free; or (vi) that defects or errors in the Content shall be corrected. Any use of the Content shall be entirely at your own risk.

The Licensee represents and warrants that it is a business and shall not use the Services for domestic or household purposes.

8. Limitation of Liability

IN NO EVENT SHALL MEG, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND GOODWILL OR LOSS OF DATA.

MEG's entire liability and the your exclusive remedy with respect to the use of the Content is solely limited to either the correction of defects of which MEG has received notice within 30 days of you becoming aware of such defects or where the correction of such defects is impractical, termination of this License.

MEG’s maximum financial liability to a Licensee is a refund of an amount equal to one twelfth (1/12) of the fees paid by the Licensee to MEG in the preceding year.

Upon the expiry of the term, MEG may elect to continue to provide the Service to you and to issue an invoice for an additional term. MEG may terminate the Service if the invoice is not paid, but the Licensee remains fully liable to pay for all use of the Service during this period.

9. Indemnity

You agree to indemnify, defend and hold harmless MEG, its affiliates and their officers, directors, employees, agents, successors and assigns (collectively, the "Indemnified Party") from and against any and all claims, actions, causes of action, suits and other proceedings (including all costs incurred by MEG in connection therewith) brought against the Indemnified Party in connection with your use of the Services, the Content or in respect of any breach of this Service Agreement by you or anyone on your behalf.

10. Privacy

To have full access to the services of the Services, Registered Users are required to register and login using a username and password. Information is collected during user registration and login. Cookies are installed and used in the Service. Cookies collect user-specific data that is maintained on the external computer to facilitate usage of the Service.

We require information from you and/or Registered Users when registering with the Service. Personal contact information may be required so that MEG can communicate with the Registered User where necessary. Notification of personal information collection will be prominently displayed at point of collection. Information collected includes a Registered User's company information including title, extension and office address. Information about Service visits, including IP addresses and web-server logs used for statistical purposes may also be collected.

Information is collected for the purposes of:

(a) facilitating the use of our products and services;

(b) effective communication with clients, including you, Registered Users and the Licensee; and

Data collected is also used to generate statistical measures used to manage and improve our business, and to monitor the changing needs of our clientele.

Information obtained through the Service, including server log information, will not be made publicly or commercially available without the explicit consent of you and/or the Registered Users, as the case may be or where required by law. We will not disclose information to any third party, with the exception of our affiliates or where required by law. The length of time we retain personal information may vary depending on the duration of your customer relationship with MEG and/or affiliates.

For further information about Metals Economic Group's commitment to privacy protection, please contact our Privacy Coordinator at legal [at] metalseconomics [dot] com

11. Assignment

Your rights and obligations pursuant to this Service Agreement are not transferable or assignable without written consent of MEG. MEG may assign this Service Agreement to any purchaser of all or substantially all of its assets related to the Services or the Content.

12. Choice of Law and Attornment

This Service Agreement shall be construed in accordance with the laws of the Province of Nova Scotia and the laws of Canada applicable therein. You agree to attorn to the non-exclusive jurisdiction of the courts of the Province of Nova Scotia. In the event that any proceeding is brought by you, a Registered User or by the Licensee, such proceeding must be commenced in the courts sitting in Halifax, Nova Scotia.

The United Nations Convention on the International Sale of Goods shall not apply to this Service Agreement or your use of the Services.

13. Force Majeure / No Fault

MEG shall not be liable for any damages, delays or failure in performance under this Service Agreement caused by acts or conditions beyond its reasonable control or without its fault or negligence, including but not limited to “acts of God”, delays caused by governmental authorities, strikes, lockouts and other labour unrest, delays in obtaining governmental approvals and similar conditions.

14. Survival of Terms

Sections 1 (Ownership), 3 (Confidentiality), 4 (Termination), 5 (Trade-marks), and 8 (Indemnity) shall survive termination of this Service Agreement.

15. Entire Agreement

This Service Agreement constitutes the complete and entire agreement between you and MEG related to the Services and supersedes all previous communications, oral or written, and all other communications between you and MEG relating to the subject matter of this Service Agreement. This Service Agreement may not be amended or modified, nor may any right or remedy of any party be waived, except in writing, signed by such party. The waiver by MEG of the breach of any term or provision of this Service Agreement will not be construed as a waiver of any other subsequent breach.