Steel Market Update License Terms of Use

You should carefully read and accept the following Terms and Conditions. If you do not agree with the Terms and Conditions, you are not authorized to use the Steel Market Update “SMU” Services.

1. Definitions

In these terms and conditions, the following words or expressions shall have the following meanings:

• “Access” or “Accessing” means accessing, using or viewing the content or otherwise obtaining information or using any service on the Site.
• “Agreement” refers to these Terms of Service as well as any subsequent modifications.
• “Authorized User” means, in respect of each SMU Service, each named employee of the Customer having licensed access to such SMU Service as agreed in writing between the Customer and SMU.
• “Content” shall refer to any text, image, audio or video file or data contained on the site.
• “Contract” means the contract between SMU and the Customer incorporating and governed by these Terms and Conditions.
• “Customer” means the Customer named on the Invoice or a party which otherwise uses or orders the SMU Services.
• “Force Majeure Event” in relation to a Party means an act, event or circumstance beyond the Party’s reasonable control that prevents the Party from performing its obligations under the Contract, including but not limited to, economic or trade sanctions, embargoes, civil disobedience, riots, explosions, rebellions, strikes or work stoppages (except those involving the Party’s employees or agents), acts of God or acts of any governmental authority or any other similar occurrence;
• “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• “Invoice” means the invoice provided by SMU for payment by the Customer, for the supply by SMU of the SMU Services as set out on that invoice.
• “Login Information” shall refer to the username and password assigned to you by SMU.
• “SMU” will refer to Steel Market Update throughout this agreement.
• “SMU Service(s)” means the subscription Services, desktop or web-based, provided by SMU to the Customer under the Contract.
• “Site” shall refer to www.steelmarketupdate.com
• Steel Market Update “SMU” is a division of CRU North America Inc. a US incorporated Company and involves the Services of SMU
• “Third Party Data” means data supplied to SMU by third parties and incorporated into the SMU Services.

2. Subscription and Payment

2.1 In consideration of and subject to prior payment in full of the Invoice, SMU hereby grants to the Customer a non-exclusive, personal, non-assignable and non-transferable license to use the SMU Services during the term of the Contract.

2.2 Payment of the Invoices shall be made in accordance with the payment terms and in the currency as stipulated on the Invoice.

2.3 If SMU has not received payment by the due date as specified on the Invoice SMU may, without liability to the Customer, disable Customer’s access to all or part of the SMU Services and SMU shall be under no obligation to provide any or all of the SMU Services while the invoice(s) concerned remain unpaid

3. Subscription Parameters

Restrictions

• 3.1 The Customer’s use of the SMU Service is restricted to the Customer and the Authorized Users on behalf of the Customer agreed in writing by SMU and the Customer within Specified Sites, where those Specified Sites are 100% owned by the Customer or a Subsidiary of the Customer.
• 3.2 If any Authorized User leaves the Customer’s employment, that Authorized User’s access to the SMU Services shall immediately cease and the Customer shall immediately notify SMU of the Authorized User’s departure. The Customer may specify a replacement Authorized User by prior written notice to SMU.
• 3.3 The Customer shall ensure that the SMU Services are kept secure, shall use the best available practices and systems to enforce the use restrictions of these Terms and Conditions and shall prevent, and take prompt and proper remedial action against, unauthorized access, copying, modification, storage, reproduction, display or distribution of the SMU Services.

Permissions

• 3.4 Authorized users may access the SMU Services solely for the Customer’s own normal internal business purposes.
• 3.5 The Customer shall ensure that only authorized users have access to and use of the SMU Services and that the Authorized Users comply at all times with these Terms and Conditions.
  • 3.5.1 In relation to the Authorized User use of SMU Services delivered on-line, the Customer undertakes that:
  • 3.5.2 The maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Subscriptions it has purchased as set out in the Invoice.
  • 3.5.3 Each Authorized User shall keep their Login Information, including their password, for their use of the SMU Services secure and confidential; In the event that an Authorized User becomes aware of or reasonably suspects 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
• 3.6 SMU does not warrant that the Customer’s use of the SMU Services will be uninterrupted or error free and SMU is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the SMU Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. The Customer is responsible for ensuring that its system meets the computer specifications required by SMU and SMU accepts no liability for the failure in a SMU Services caused by the Customer’s failure to adhere to this clause 3.6.
• 3.7 The Customer agrees that use of Third-Party Data is at the Customer’s own risk. Accordingly, SMU will not in any way be liable to the Customer or any other entity for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Third-Party Data contained in the SMU Services.

4. Expiry of Limited Term Subscriptions

SMU Services are supplied on a Limited Term subscription.

• 4.1 The right to access or use the SMU Services on a computer or mobile device ends automatically at the end of the stated Limited Term. No further printed publications will be provided past the end of the limited term and, unless the subscription is renewed by Agreement with SMU, the Customer shall then make no further use of the SMU Services.

5. Intellectual Property

• 5.1 Except as expressly set forth herein, all Intellectual Property Rights in the SMU Services are and shall remain at all times the property of SMU.
• 5.2 The Customer shall promptly notify SMU of any unlicensed use of SMU’s intellectual property rights (whether by the Customer’s employees, agents or any third party) which comes to their attention and any allegation by any person that the use of the SMU Services breaches the rights of any third party.

6. Confidentiality & Non-Disclosure

• 6.1 SMU’s Site contain business information, information pertaining to business methods and practices, information regarding technologies and technological strategies, and other such information that is provided to you by SMU on a confidential basis pursuant to a requirement of non-disclosure as set forth herein.
• 6.2 You agree not to disclose, disseminate, distribute, reveal, or otherwise make known to any third party the Site, or any of its contents, either directly or indirectly. You agree to maintain the confidentiality of the Site and to use the same care you would use to safeguard and prevent disclosure of your own confidential information, but in no event shall you use less than commercially reasonable care.
• 6.3 This Agreement does not apply to any information in the public domain or which the recipient can show was either already lawfully in the recipient’s possession prior to its disclosure by SMU or acquired without the involvement, either directly or indirectly, of the SMU.

7. Liability & Force Majeure

• 7.1 Neither Party shall be liable for failure to perform under this Contract when and to the extent such failure is caused by or results from a Force Majeure Event. In the event of a Force Majeure Event, the Party adversely affected shall give prompt notice of such event to the other Party and use commercially reasonable efforts to end the failure to perform and minimize the effects of such Force Majeure Event.
• 7.2 Notwithstanding any other provision of these Terms and Conditions:
  • 7.2.1 Steel Market Update “SMU”s total aggregate liability in any Contract Year under these Terms and Conditions or otherwise in respect of the SMU Services (including, without limitation, defaults in delivery, loss or damage incurred through use thereof, and all liability for negligence) shall be limited to the total amount payable by the Customer for the SMU Services concerned in that Contract Year as stated on the Invoice; and
  • 7.2.2 Neither Party shall be liable in contract, tort (including negligence), breach of statutory duty, or otherwise under any circumstances for any:
    • 7.2.2.1 loss of profits.
    • 7.2.2.2 loss of revenue.
    • 7.2.2.3 indirect, special or consequential loss or damage of any kind howsoever arising.
    • 7.2.2.4 loss of business opportunities; or
    • 7.2.2.5 loss of or damage to goodwill.
• suffered or incurred by the other Party under or in connection with the CRU Services or these Terms and Conditions, provided that this clause 7.4.2 shall not apply to the Customer’s liability for breach of CRU’s Intellectual Property Rights.

8. Termination

• 8.1 SMU may terminate the Contract, or the Access granted herein:
  • 8.1.1 if the Customer commits any material breach of these Terms and Conditions and fails to remedy it within fourteen (14) days after receiving notice of the breach.
  • 8.1.2 if the Customer is subject to an Insolvency Event.
  • 8.1.3 if the Customer is subject to any Sanctions Law or appears on any Sanctions Lists.
  • 8.1.4 if a Force Majeure Event continues for three months after written notice thereof has been provided to or received from the Customer; or
  • 8.1.5 upon giving the Customer three months’ notice in writing.
• 8.2 Cancellations and Refunds: Where a minimum term of 12 months is agreed cancellations are not permitted until the end of this initial period and we will not issue you a refund.

9. Law/Jurisdiction

• 9.1 The Contract and any dispute arising under or in connection with it shall be construed in accordance with the laws of England and Wales and save as provided for in clause 8.2 the Parties hereby irrevocably submit to the exclusive (non-exclusive in relation to any of the enforcement of judgments, the protection of confidential information and the protection of Intellectual Property Rights) jurisdiction of the courts of England and Wales.
• 9.2 Where the Customer is solely based in the United States of America, the Contract and any dispute arising under or in connection with it shall be construed in accordance with the laws of the State of New York and the Parties submit to the jurisdiction of the state courts located in New York County, New York and the federal courts located in the Southern District of New York.

10. General

• 10.1 The Customer represents that neither it nor any of its Authorized Users is subject to any Sanctions Law in the Relevant Countries or on any Sanctions Lists and undertakes to immediately notify SMU in the event of any change in its status or the status of any of its Authorized Users.
• 10.2 If any provision(s) of these Terms and Conditions shall be held to be invalid, illegal, unenforceable or in conflict with the Law of any jurisdiction, such provision(s) shall be enforced, if possible, to the maximum extent permitted by Law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
• 10.3 Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.5.3, business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• 10.4 These Terms and Conditions may not be assigned or transferred by the Customer, directly or indirectly (whether by a sale of assets or equity, merger, reorganization or otherwise), without the prior written consent of SMU, and any purported assignment without such approval shall be null and void.
• 10.5 These Terms and Conditions, together with the Invoice, constitutes the entire Agreement between the Parties and supersedes all prior Agreements and understandings relating to the subject matter hereof. The Parties confirm that they are not relying on any representation term or understanding which is not expressly set out or referred to in this Contract.
• 10.6 These Terms and Conditions may be amended or supplemented only by an Agreement in writing signed by both the Parties.
• 10.7 The Contract (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions and no person other than one of the Parties to these Terms and Conditions shall have any right to enforce any term or condition hereof.
• 10.8 These Terms and Conditions will be binding upon the Parties hereto and their successors and permitted assigns.
• 10.9 No failure by either of the Parties to give notice of or seek a remedy for any violation of these Terms and Conditions or to insist on strict performance hereunder shall reduce, impair or affect its right to later seek such remedy or insist on such performance with respect to the same or any other violation or failure, regardless of its knowledge or lack of knowledge thereof. The Invoice shall be deemed to be a part of the Contract represented by these Terms and Conditions.

11. 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.