TERMS OF USE & PRIVACY POLICY METAL EXCHANGE CORPORATION TERMS OF USE AND PRIVACY POLICY 1. PURPOSE These Terms of Use and Privacy Policy (“Terms of Use”) define the conditions under which Metal Exchange Corporation makes its website available to users and the conditions under which users may have access to and use this website. All connections to this website are subject to compliance with these Terms of Use. These Terms of Use constitute a legally binding agreement made by and between Metal Exchange Corporation and you, personally and, if applicable, on behalf of the entity for whom you are using this website (collectively, “You” or “Your”). These Terms of Use govern Your use of this website so please read them carefully. BY ACCESSING OR USING ANY PART OF THIS WEBSITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THIS WEBSITE. Metal Exchange Corporation reserves the right, in its sole discretion, to modify, suspend, or discontinue any aspect of this website, including these Terms of Use, at any time, without prior notice. Your continued use of this website constitutes assent to any new or modified provision of this website and the Terms of Use that may be posted on the website. 2. ACCESS TO THIS WEBSITE We use the means that we believe are reasonable to provide access to this website 24 hours a day, 7 days a week, except in the case of natural disasters or events beyond the control of Metal Exchange Corporation, and subject to any breakdowns or maintenance operations required to ensure the smooth operation of the website service and equipment. Metal Exchange Corporation will not be liable for any failure or deficiency in the performance of this website by reason of the occurrence of any event beyond our reasonable control, including without limitation, a labor disturbance, an Internet outage, interruption of service, communication outage, failure by a service provider to Metal Exchange Corporation, fire, terrorism, natural disaster or war. 3. INTELLECTUAL PROPERTY RIGHTS Except for certain images that are in the public domain, the contents of this website (including, but not limited to, data, information, design, text, graphics, illustrations, audio clips, video clips, other files, and the selection, arrangement and organization thereof) are owned by Metal Exchange Corporation, its licensors or other entities and are protected by copyright and other intellectual property rights. You do not have the right to use, display, perform, copy, reproduce, represent, adapt, create derivative works from, distribute, transmit, sublicense or otherwise circulate by any means whatsoever any materials or content available on this website, except those in the public domain or as otherwise expressly set forth in these Terms of Use, with the exception of a single copy, stored on a single computer and reserved exclusively for Your private use. The elements presented on this website are liable to modification without notice and are made available without any kind of guarantee, whether express or tacit, and cannot give rise to any rights to compensation. Unless You have verified that any information and images contained on this website are in the public domain, You should assume that all information and images contained on this website are protected by copyright. Subject to the terms and conditions of these Terms of Use, You are hereby granted a limited, non-exclusive right to use the content and materials on this website in the normal course of Your use of the website. You may not use any third party intellectual property without the express written permission of the applicable third party, except as permitted by law. Metal Exchange Corporation will retain ownership of its intellectual property rights and You do not obtain any rights therein by virtue of these Terms of Use or otherwise, except as expressly set forth in these Terms of Use. None of the contents of this website, other than those in the public domain, may be copied, reproduced, published, downloaded, posted, transmitted or distributed in any manner, except in the case of a simple print image of a screen, as provided for on each screen by using the ‘printer friendly’ option, for your own use and without any commercial purpose. In this case, You should ensure that the indications of ownership are kept intact. Modification of the contents or their use with another aim constitutes an infringement of our property rights. It is forbidden to use these contents on another website or in a computer network environment. Trademarks, service marks, trade names, product names, logos, designs, titles, and words or phrases used on this website, including, without limitation, the mark “Metal Exchange” and related design marks are owned by Metal Exchange Corporation, its licensors or other entities. All page headers, custom graphics, button icons and scripts are trademarks or trade dress of Metal Exchange Corporation. All other trademarks, trade names and the like that appear on this website are the property of their respective owners. You may not use any of these trademarks, trade dress, or trade names without express permission. 4. PROHIBITED CONDUCT In using this website, You agree that You will not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; (ii) defame, abuse, harass, stalk any individual, or disrupt or interfere with the security or use of this website or any websites linked to it; (iii) interfere with or damage this website, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (iv) attempt to use another user’s account, impersonate another person or entity, misrepresent Your affiliation with a person or entity, including (without limitation) Metal Exchange Corporation or create or use a false identity; (v) attempt to obtain unauthorized access to this website or portions thereof that are restricted from general access; (vi) engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users without their express consent or other information relating to this website; (viii) use any meta tags or any other “hidden text” utilizing the Metal Exchange name, trademarks, or product names; (ix) advertise, offer to sell, or sell any goods or services, except as expressly permitted by Metal Exchange Corporation; (x) engage in any activity that interferes with any third party’s ability to use or enjoy this website; or (xi) assist any third party in engaging in any activity prohibited by these Terms of Use. 5. HYPERLINKS In order to respect the integrity of this website contents and avoid creating confusion amongst Internet users regarding the origin of the aforementioned contents, the following are forbidden: – Extended links which allow Internet users access to pages within this website without first passing through the Home Page of the website or through subsections of the website; – Inline links which allow the user to automatically see this website contents at a specific location; – Framing links, which enable a page from this website to appear in a frame within the page of the website visited by the user. The following are permitted: – Simple links to the Home Page of this website; – Simple links to the home page of the various subsections of this website; Under no circumstances shall a hyperlink to this website from the website of a third party imply co-operation between Metal Exchange Corporation and such third-party website. Metal Exchange Corporation has no control over third-party websites and therefore assumes no responsibility with respect to contents, products, services, information, hardware or software of websites containing a hyperlink to this website. This website may contain links to the websites of Metal Exchange Corporation partners or to the websites of third party companies. Metal Exchange Corporation has no control over these websites and therefore assumes no responsibility or liability with respect to the availability of these websites, their content, advertising material, and the products or services available at or through these websites. 6. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS METAL EXCHANGE CORPORATION PROVIDES THIS WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. METAL EXCHANGE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS USE (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, ( III ) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE WITH OTHER HARDWARE OR SOFTWARE YOU USE. METAL EXCHANGE CORPORATION HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to You. Metal Exchange Corporation reserves the right to modify or correct the contents of its website at any time, without notice. Metal Exchange Corporation shall not be liable in the event of contamination of Your computer equipment as a result of virus propagation or other computer ‘infections’. You are responsible for taking all appropriate measures to protect Your own data and software from contamination by any viruses circulating via the Internet. UNDER NO CIRCUMSTANCES SHALL METAL EXCHANGE CORPORATION, ITS EMPLOYEES, SUPPLIERS OR THE THIRD PARTIES MENTIONED ON ITS WEBSITE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THIS WEBSITE OR INFORMATION OBTAINED FROM THIS WEBSITE, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, WHETHER BASED ON CONTRACTUAL LIABILITY, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You. IN NO EVENT WILL THE LIABILITY OF METAL EXCHANGE CORPORATION ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS TERMS OF USE OR THE WEBSITE EXCEED U.S. $1,000. 7. PRIVACY POLICY 7.1. Our Commitment to Your Privacy Metal Exchange Corporation is committed to protecting your privacy. This Privacy Policy applies to all information submitted by you on or through this website and it explains the type of information we may collect and how we may use it. Please read this Privacy Policy carefully to be aware of our privacy protection procedures and the use of your personal information provided to us. Please keep in mind that this Privacy Policy applies only to this Metal Exchange Corporation website for the United States and does not address information that we might obtain from places other than this website. Since other websites (including those to which we link) have their own privacy practices, we encourage you to ask questions and provide information only to those sites whose privacy practices you understand and trust. Also, we may revise our Privacy Policy from time to time, so please check this page periodically. 7.2. Information Collection and Use We collect personally identifiable information about only you when you voluntarily submit it to us, such as by e-mailing us. Your personally identifiable information may be shared with and stored on a database controlled by third parties that have been hired by us to provide limited services on our behalf. Agents or contractors of Metal Exchange Corporation who have access to your personally identifiable information are required to use their best efforts to keep the information confidential and are prohibited from using this information for any purpose not previously disclosed to you. We use personally identifiable and non-personally identifiable information for site administration and for the purpose of performing the services for which such data was collected. We do not sell or rent your personally identifiable information to third parties, unless disclosure is required by law or to protect our interests. At times, Metal Exchange Corporation may be required by law or litigation to disclose your personal information. We may also disclose information about you if we determine that for national security, law enforcement, or other issues of public importance, disclosure is necessary. Even though our information practices may change from time to time, we will not use your information in a manner not previously disclosed to you in our Privacy Policy. We will provide you with notice by posting any privacy policy changes on this website, and you will have an opportunity to reject such changes. 7.3. Updating or Correcting Your Information If you provide us with personally identifiable information in order for us to correspond with you or in order for us perform services for you, we will use reasonable diligence to provide you with a way to review the information we have on file and either update or correct this information. 7.4. Security Precautions Your privacy is very important to us. We use security technology and security procedures that are reasonably designed to help maintain the privacy of your personal information. Among other techniques, we usually store such information on a computer behind our “firewall” in a secure location, and we often restrict the number of employees internally who can access this data. Of course, there is no such thing as “perfect security” on the Internet and we cannot guarantee the security of any information you disclose online. Further, please note that our web servers may be run by a third party web host whose actions we do not control. 8. JURISDICTION AND APPLICABLE LAW This Agreement shall be governed, construed and applied in all respects by the laws of the State of Missouri , without regard to any provision governing conflicts of law. Any dispute arising from this legal notice shall be brought before the federal or state courts located in Missouri . The use of this website implies Your express consent to the personal jurisdiction and venue of such courts. TERMS OF USE & PRIVACY POLICY |CALIFORNIA TRANSPARENCY ACT | EMPLOYEE PORTAL |