Steel Market Update Terms of Use

YOU SHOULD CAREFULLY READ THE FOLLOWING STEELMARKETUPDATE.COM TERMS OF SERVICE AGREEMENT (THE “TERMS OF SERVICE” OR “AGREEMENT”). IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICES OF STEELMARKETUPDATE.COM (THE “SITE” OR “SMU”). BY ACCESSING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO ALL OF THESE TERMS.

I. Definitions

This policy covers how SMU treats personal information that SMU collects and receives, including information related to Your past use of SMU services. Personal information is information about You that is personally identifiable like Your name, address, email address, or phone number, and that is not otherwise publicly available. This policy does not apply to the practices of companies that SMU does not own or control, or to people that SMU does not employ or manage.

II. Authorized Use

SMU hereby grants to each User who has entered into an agreement with SMU a worldwide limited, non-exclusive, non-sublicensable, non-transferrable, non-assignable license to access the Content and Services on the Site and/or the Newsletter, as the case may be, pursuant to conditions set forth in this Agreement, and subject to Your payment of all applicable fees as determined by SMU. You accept the right and license granted herein to access and use the Content and Services on the Site and/or the Newsletter solely in accordance with this Agreement and any rules, restrictions or procedures published by SMU on the Site from time to time. You acknowledge and agree that You will not use, or allow the use of the Site or the Newsletter in contravention of, and will comply with, any applicable laws, rules, regulations or interpretations (collectively “Applicable Laws”).

III. Prohibition Against Unauthorized Use and Harmful Transmissions

You may not use the Site, its Content or any of its Services, in any manner that is inconsistent with these Terms of Service. You further agree that You will not upload, post, e-mail, or otherwise transmit to the Site or to any other User any messages, programs, or other materials (including but not limited to Trojan Horses, viruses, worms, and the like) that contain software viruses, malicious programs (“malware”), or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or telecommunications equipment.

Upon request by SMU, its parents, subsidiaries, or its affiliates, you agree to defend, indemnify and hold harmless SMU, its parent, subsidiaries and its affiliates, their officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorney’s fees, that arise from a breach of these Terms and Conditions for which you are responsible, or from third-party claims arising from your use of the Site and/or Newsletter. SMU, its parents, subsidiaries, and its affiliates reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify SMU, its parents, subsidiaries, or its affiliates for its own violations of Applicable Laws.

IV. Third Party Content; Hyperlinks

SMU is not required to pre-screen third party materials even if they appear on the Site. SMU is not the publisher or author of any information on the Site that is provided by third parties, and You acknowledge that SMU is not liable for any claims related to such information. SMU assumes no responsibility for third party services, and You agree to hold SMU harmless in relation to such services. The Site and/or Newsletter may have links and references to other third party websites and materials. SMU does not assume any responsibility for these websites or materials.

V. Confidentiality & Non-Disclosure of Newsletter

VI. Digital Millennium Copyright Act

A. If You are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

B. SMU’s designated Copyright Agent to receive notifications of claimed infringement is: [insert name, address, and email address]. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to SMU customer service. You acknowledge that if You fail to comply with all of the requirements of this Section VI, Your DMCA notice may not be valid.

C. Counter-Notice. If You believe that Your User Submission that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in Your User Submission, You may send a counter-notice containing the following information to the Copyright Agent:

If a counter-notice is received by the Copyright Agent, SMU may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at SMU’s sole discretion.

VII. Privacy Policy

SMU values Your trust. In order to honor that trust, SMU adheres to ethical standards in gathering, using and safeguarding any information You provide. SMU has memorialized these standards in its Privacy Policy, the terms of which are incorporated by reference into these Terms of Service.

VIII. Ownership

SMU or its third party Content providers, if any, shall retain all worldwide Intellectual Property Rights in, on and to the Site and the Newsletter, including without limitation trademarks, service marks, trade dress, patents, patent applications, inventions, ideas, trade secrets, the source code, HTML code, XML code, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and copyrights in any original work of authorship on the Site. Other than the license granted hereunder, You obtain no rights to the Site or to the Newsletter. You may not access or use the Site in any way that may infringe on the Intellectual Property Rights of SMU. Except as expressly stated on the Site, in the Newsletter, or in this Agreement, You may not, and will not authorize or permit anyone under Your control in any circumstance to: copy, reproduce, modify, distribute, transmit, republish, display, perform for commercial use, make available or otherwise provide access to anything that You read, hear or see on the Site to anyone other than to a User. You shall notify SMU promptly of any actual or threatened infringement or misappropriation of the Intellectual Property Rights of which You become aware. Notwithstanding the foregoing, nothing in this Agreement or on the Site shall be interpreted to grant You an express or implied license to any Intellectual Property Rights of SMU.

IX. Security of Login Information

You are responsible for maintaining the confidentiality of the Login Information, and You will be responsible for all uses of the Login Information, whether or not expressly authorized by You. In the event that You become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, You must immediately notify SMU by emailing info@steelmarketupdate.com .

X. Changes to the Terms of Service Agreement

SMU reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, including without limitation access policies, the availability of any Content or Service, hours of availability, software or equipment needed to access any Content or Service, effective with or without prior notice; provided, however, that material changes (as determined in SMU’s sole and absolute discretion) will be disclosed as follows: SMU will provide You with notification of such changes through notifications on the Site, by email, postal mail, or other means reasonably calculated to ensure notice to You. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in compliance with this Agreement, You must terminate, and immediately stop using SMU. Your continued use of SMU following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any such changes. SMU may change, modify, suspend or discontinue any aspect of the Site at any time. SMU may also impose limits on certain features or restrict access to part or all of the Site at any time without notice or liability.

XI. Termination

This Agreement is effective until terminated. You agree and acknowledge that You are not entitled to any refund for any amounts which were pre-paid prior to any termination of this Agreement. The provisions of Sections VI, X, XI, XIII, XIV and XV shall survive any termination of this Agreement.

XII. Warranty Disclaimer

SMU, INCLUDING ITS CONTENT AND SERVICES, ARE PROVIDED “AS IS” AND SMU DOES NOT WARRANT THAT THE CONTENT OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE CONTENT OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SMU EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT.

Any Content relating to financial information is intended only for professionals in the financial markets and is not, and should not be construed as financial, legal or other advice of any kind, nor should it be regarded as an offer or as a solicitation of an offer to buy, sell or otherwise deal in any investment. You may not use the Content in, or generate based on the Content, any advice, recommendations, guidance, publications or alerts made available to your clients or other third parties. Nothing in the Content constitutes a solicitation by SMU of the purchase or sale of loans, securities or any investment.

A REFERENCE TO A PARTICULAR INVESTMENT, SECURITY, RATING OR ANY OBSERVATION CONCERNING A SECURITY OR INVESTMENT PROVIDED IN THE SITE OR NEWSLETTER IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SUCH INVESTMENT OR SECURITY OR MAKE ANY OTHER INVESTMENT DECISIONS AND DOES NOT ADDRESS THE SUITABILITY OF ANY INVESTMENT OR SECURITY.  NO USER OF THE SITE OR NEWSLETTER SHOULD RELY ON ANY INDEX, BENCHMARK, PRICE ASSESSMENT, OBSERVATION, OPINION OR OTHER INFORMATION CONTAINED IN THE SITE OR NEWSLETTER IN MAKING ANY INVESTMENT OR OTHER DECISION.  THE SITE OR NEWSLETTER IS NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND EXPERIENCE OF SUBSCRIBER, ITS MANAGEMENT, EMPLOYEES, ADVISORS AND/OR CLIENTS IN MAKING INVESTMENT AND OTHER BUSINESS DECISIONS.

XIII. Limitation of Liability and Indemnity

THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF APPLICABLE LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER SMU, ITS AFFILIATES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITE AND/OR NEWSLETTER, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. SMU, ITS AFFILIATES AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) CLIENT’S USE OF OR RELIANCE ON THE SITE AND/OR NEWSLETTER, OR (II) SMU’s PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. SMU DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITE AND/OR NEWSLETTER WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. FURTHERMORE, SMU WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SITE AND/OR NEWSLETTER, OR FOR THE INCOMPATIBILITY BETWEEN THE SITE AND/OR NEWSLETTER AND FILES AND THE USER’S BROWSER OR OTHER SITE AND/OR NEWSLETTER ACCESSING PROGRAM. NOR WILL SMU BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND THE SMU’s CONTROL. IN NO EVENT WILL SMU, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of the SMU, its officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law.

Neither SMU, its Affiliates nor any of their officers, directors, employees, agents, contractors or other suppliers shall be liable in any way, and you agree to indemnify and hold harmless SMU, its Affiliates and such persons for (1) any inaccuracy, error, or delay in, or omission of (a) any information on the Site and/or Newsletter, or (b) the transmission or delivery of any information on the Site and/or Newsletter; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, (c) interruption of use of the Site and/or Newsletter due either to any negligent act or omission by SMU, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers or to any Unforeseen Events or any other cause beyond the control of the SMU, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers. You understand that SMU accepts no responsibility for security of information on the Internet.

You will indemnify, defend and hold harmless SMU, its parents, its subsidiaries, and its affiliates, directors, officers, agents, employees, successors, assigns and all data providers, and each of their affiliates, directors, officers, agents, employees, members, partners, successors and assigns (“SMU Indemnitees”) from and against any and all losses, liabilities, damages, costs (including reasonable attorneys’ fees) and expenses arising as a result of any claims, suits or proceedings (collectively, “Claims”) brought by any third party against any SMU Indemnitees arising from your use of this Site and/or Content.

XIV. Force Majeure

SMU shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of SMU, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond SMU’s control such as Unforeseen Events.

XV. Equitable Remedies

In the event that You breach this Agreement, You hereby agree that SMU would be irreparably damaged if this Agreement were not specifically enforced, and therefore You agree that SMU shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as SMU may otherwise have available to it under Applicable Laws. In the event any litigation is brought by either party in connection with this Agreement and consistent with Section XVI, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

XVI. Dispute Resolution and Governing Law

A. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), You and SMU agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. SMU will send its notice to Your billing address and email You a copy to the email address You have provided to us. You will send Your notice to Steel Market Update, Inc., PO Box 1255, Hobe Sound, FL 33475.

B. Binding Arbitration. If You and SMU are unable to resolve a dispute through informal negotiations, either You or SMU may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and Your share of the arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow Applicable Laws, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, You and SMU may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

C. Restrictions. You and SMU agree that any arbitration shall be limited to the Dispute between SMU and You individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of other persons or the general public.

D. Exceptions to Informal Negotiations and Arbitration. You and SMU agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce, protect, or concerning the validity of any of Your or SMU’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

E. Location. Any arbitration shall be initiated in New York City, State of New York, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any magistrate or small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction located in New York County, State of New York, United States of America, and You and SMU agree to submit to the personal jurisdiction of that court.

F. Governing Law. Except as expressly provided otherwise, this Agreement shall be governed by, and will be construed under, the Applicable Laws of the United States of America and the law of the State of New York, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For our clients who access the Site and its Services from Canada, other laws may apply if You choose not to agree to arbitrate as set forth above, and in such event, shall affect this Agreement only to the extent required by such jurisdiction. In such a case, this Agreement shall be interpreted to give maximum effect to the terms and conditions hereof.

G. Severability. You and SMU agree that if any portion of Section XIV is found illegal or unenforceable (except any portion of XIV(D)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section XIV(D) is found to be illegal or unenforceable then neither You nor SMU will elect to arbitrate any Dispute falling within that portion of Section XIV(D) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction located in New York County, State of New York, United States of America, and You and SMU agree to submit to the personal jurisdiction of that court.

XVII. Miscellaneous

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Terms of Service Agreement is the complete and exclusive statement of the agreement between You and SMU concerning the Site, its Content and Services, and this Agreement supersedes any prior or contemporaneous agreement, either oral or written, any other communications with regard thereto between You and SMU; provided, however, that this Agreement is in addition to, and does not supplant, the SMU Activation Agreement. This Agreement may only be modified as set forth herein. The section headings used herein are for reference only and shall not be read to have any legal effect.

I HEREBY CERTIFY THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AGREEMENT AND AGREE THAT MY USE OF THE SITE, ITS CONTENT AND SERVICES, IS AN ACKNOWLEDGEMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT.