Metals Economics Group

Metals Economics Group Service Agreement

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

1. Ownership

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 Metals Economics Group Canada Incorporated ("MEG") and its subsidiaries.

2. License

Upon acceptance of these Terms of Service, MEG shall be deemed to have granted to you, the Licensee, a non-exclusive, non-transferable, non-assignable and revocable license to access, 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 ("Registered Users") are notified of these Terms of Service 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 these Terms of Service;

(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.

3. Confidentiality

All Content provided through the Service is confidential information of MEG. 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 these Terms of Service. 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 these Terms of Service.

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 informed Registered Users of the Service under your control that such Registered Users should 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.

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) the material is strictly confidential; (ii) copyright in the reproduced material is owned by MEG and (iii) use of the material is subject to these Terms of Service.

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 these Terms of Service by you or any Registered Users under your control.

In the event a suspected breach or default of any of these Terms of Service 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 these Terms of Service 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 and any and all reproductions or excerpts therefrom and if requested by MEG, provide a certificate stating the same has been done.

5. Trade-marks

Nothing in these Terms of Service 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.

6. 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.

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.

7. 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.

8. 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 brought against the Indemnified Party in respect of any breach of these Terms of Service by you or anyone on your behalf by defending against such claim and paying all amounts that a court finally awards (or that the Indemnified Party agrees to in settlement) and the costs (including reasonable lawyers' fees) of such claim.

9. 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.

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. This information will be compiled and used in a way such that individuals cannot be identified.

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 is collected for the purpose of but not limited to:

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

(b) effective communication with clientele;

(d) the development and marketing of products.

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. 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 jhadley@metalseconomics.com

10. Assignment

Your rights and obligations pursuant to these Terms of Service are not transferable or assignable without written consent of MEG.

11. Choice of Law and Attornment

These Terms of Service 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.

12. Survival of Terms

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

13. Entire Agreement

These Terms of Service constitute the complete and entire agreement between you and MEG and supersedes all previous communications, oral or written, and all other communications between you and MEG relating to the subject matter of these Terms of Service.