By accessing or using this website (the “Site”) of The Metals Company / TMC The Metals Company Inc. or any of its affiliates (“Company”, “we”, “us” or “our”), you (“you” or “your”) hereby accept and agree to comply with these Website Terms of Use (these “Terms and Conditions of Use”). You acknowledge your understanding that these Terms and Conditions of Use constitute a binding agreement between you and the Company that governs your access to and use of the Site, which includes any images, text, illustrations, designs, icons, photographs, programs, software, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, databases, data, tools, products, written materials, services and other content (together, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Site.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SITE. EACH TIME YOU ACCESS OR USE THE SITE, YOUR ACCESS OR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS AND CONDITIONS OF USE (INCLUDING THE LINKED DOCUMENTS REFERRED TO HEREIN), AS UPDATED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS STATED HEREIN, DO NOT (AND YOU DON NOT HAVE PERMISSION TO) ACCESS OR USE THE SITE. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE ACCESSING OR USING THE SITE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS AND CONDITIONS OF USE, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION.

YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE IS A CONDITION TO YOUR RIGHT TO ACCESS AND USE THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS AND USE THE SITE, AND YOU WILL BE FULLY LIABLE FOR ALL LIABILITIES, LOSSES, DAMAGES, CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED ACCESS TO OR USE OF THE SITE AS A RESULT OF SUCH BREACH.

These Terms and Conditions of Use are effective on the earlier of the date (a) you click to accept these Terms and Conditions of Use, or (b) you access or use the Site. You acknowledge the Company Privacy Policy located at [insert link] (the “Privacy Policy”), as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Policy.

Limited Right to Use:

The Company grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by these Terms and Conditions of Use in their entirety. At any time and for any reason, the Company may revoke your right to use all or any portion of the Site.

Updates to the Site:

These Terms and Conditions of Use are current as of the date of “Last Update” at the top of this document. The Company reserves the right to unilaterally make changes to the Site and all or any part of these Terms and Conditions of Use at any time without prior notice to you by posting the updated Terms and Conditions of Use on the Site and changing the “Last Update” date. The updates will take effect immediately after they are posted. Prior to that date, the previous version of the Terms and Conditions of Use will continue to apply. If you disagree with any of the updates, you must discontinue any further access to or use of the Site. There will be no cost or penalty for doing so. If you continue to access or use the Site or Content after the applicable 30-day period, you thereby agree to the updated Terms and Conditions of Use. For this reason, each time you use the Site, you should visit and review the then-current Terms and Conditions of Use that apply to your use of the Site. You agree to review these Terms and Conditions of Use regularly to determine your rights and responsibilities.

Site Security:

You shall not and shall not permit any third party to, directly or indirectly, violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions of Use.

You shall not, and shall not permit any third party to, directly or indirectly, violate or attempt to violate the security of the Site, including, without limitation: (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software (to the extent such restriction is permitted under applicable law); (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; (j) storing or transmitting infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights or otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site; or (k) storing or transmitting any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data.

Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges. The Company may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

Ownership of Materials on Site:

You shall download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying. You shall not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software.

Nothing on the Site shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Site. Anything transmitted to the Site by you becomes the Company’s property and may be used by us for any lawful purpose. The Company reserves all rights with respect to copyright and trademark ownership of all Content on the Site, and reserves the right to enforce such rights to the full extent of the law.

The Company and its licensors have and will retain all right, title and interest in and to the Site and Content, and the software and systems used to provide them (including all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Site. No rights are granted to you under these Terms and Conditions of Use other than as expressly set forth herein. Without limitation, you have no right to use any trademarks owned or used by the Company or its licensors.

You grant to the Company and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you.

No Offers or Reliance:

The Content is provided for informational purposes only and it is not investment advice. Nothing in the Site shall be construed as an act in furtherance of a trade as such term is defined in applicable securities laws. No Content shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities, products or services of the Company or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law.

The Company makes no representations that transactions, products or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Site do so at their own initiative and risk, and are fully responsible for compliance with local laws or regulations, including applicable securities laws.

While the Company uses reasonable efforts to obtain information from reliable sources, the Company makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at the Site obtained outside of the Company. Certain information on the Site may contain forward-looking statements, which reflect our views with respect to, among other things, our operations and financial performance. Such forward-looking statements are subject to significant known or unknown risks and uncertainties and speak only as of the date on which they are made. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from these indicated in these statements. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. The Company undertakes no obligation to update publicly or revise any information on the Site, whether as a result of new information, future developments or otherwise unless required by applicable law. All of the forward-looking statements in the Site are expressly qualified by the disclaimer in the section “Forward Looking Statements”. Opinions and any other Content at the Site are subject to change without notice.

The Company is not utilizing the Site to provide investment or other advice, and no information or material at the Site is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. The Company is not registered in any capacity in any jurisdiction as a registrant under applicable securities laws. In addition, no Content should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. Any transactions listed on the Site are included as representative transactions and are not necessarily reflective of overall performance.

The Company does not advise on the tax consequences of any investment.

Past Performance:

Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

No Warranty; Limitation on Liability:

BY ACCESSING OR USING THE SITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH ACCESS AND USE, AND ANY RELIANCE ON THIS SITE, IS AT YOUR SOLE RISK. THE SITE INCLUDING WITHOUT LIMITATION THE CONTENT AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES NOR ANY OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) MAKE ANY, (AND THEY EXPRESSLY DISCLAIM) ALL, REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED OR ARSING BY STATUTE OR OTHERWISE IN LAW OR EQUITY OR BY CUSTOMER OR FROM A COUSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION: (A) THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) REGARDING THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE SITE OR THE PRODUCTS OR SERVICES OFFERED IN THE SITE NOW OR IN THE FUTURE; (C) RELATING TO TITLE, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE; OR (D) REGARDING THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.

UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, AGGRAVATED OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, DAMAGE TO REPUTATION OR OTHER ECONOMIC LOSS OF ANY KIND, INCLUDING DAMAGES ARISING FROM UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

IN THE EVENT THAT A COURT FINDS THE ABOVE DISCLAIMER OF DIRECT DAMAGES TO BE UNENFORCEABLE, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS ASSOCIATES FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) TO YOU RELATED TO THE SITE OR CONTENT, OR THESE TERMS AND CONDITIONS OF USE, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100. ANY ACTION COMMENCED BY YOU AGAINST THE COMPANY MUST BE BROUGHT WITHIN 12 MONTHS OF THE CAUSE OF ACTION ARISING.

Third Party Content and Linked Sites:

References on this Site to any names, marks, products or services of third parties, or hypertext links to third party sites or information or content provided by third parties (together, “Third Party Content”), are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the Third Party Content, the third party or its products or services. The Company does not guarantee the continued availability of Third Party Content, and the Company may disable any Third Party Content in our sole discretion. Your dealings with the provider of any Third Party Content are solely between you and the third party. Accordingly, we are not responsible for the practices or policies of such third parties, nor the Third Party Content of any third-party sites, and do not make any representations or warranties and there are no conditions regarding third party products or services provided by, available through, or advertised on these third-party sites, or the Third Party Content or accuracy of any material on such third-party sites. If you decide to link to any such third-party sites, you do so entirely at your own risk.

Warning Regarding Web Fraud and Phishing:

Our name, brands and reputation may be misused by imposters and frauds publishing fake web sites and engaging in “phishing” scams seeking personal or confidential information.

When communicating with the Company through digital media, please:

• Confirm you are visiting a Company authorized web site.
• Do not communicate or deal with personnel who are not affiliated with an authorized office. All authorized office locations are listed on our contact page. No other office locations are authorized offices of the Company.
• Do not send e-mails to anyone with an address other than authorized Company e-mail addresses. The Company only uses “@metals.co” for e-mail addresses. The Company does not permit our employees and authorized representatives to send or receive work related e-mails from personal accounts or any other address.

If you have any questions about the above, please contact the Company using our Contact Us page.

Termination of Use:

These Terms and Conditions of Use are effective unless and until terminated by either you or the Company. You may terminate these Terms and Conditions of Use at any time, provided that you discontinue any further access to and use of the Site. We also may terminate these Terms and Conditions of Use, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms and Conditions of Use by either you or us, you must promptly destroy all Content downloaded or otherwise obtained from the Site, as well as all copies of such Content, whether made under these Terms and Conditions of Use or otherwise.

Indemnification:

As a condition of your use of the Site, you agree to indemnify and hold the Company and its Associates harmless from and against any and all claims, losses, liability, costs and expenses (including, but not limited to, legal fees and expenses), as incurred, arising from your use of the Site or related services or from your violation of these Terms and Conditions of Use.

Representations and Warranties:

You represent and warrant that: (a) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions of Use; (b) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms and Conditions of Use; and (c) you will not delete or attempt to delete any Content.

Effect on Other Agreements:

Nothing contained in these Terms and Conditions of Use is intended to modify or amend any other written agreement you may have with the Company (including without limitation any customer agreement, participation agreement or account agreement) (collectively, “Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions of Use and any Other Agreement, the Other Agreement will govern. Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions of Use. In the event of a conflict, such supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

Headings; Governing Law:

Headings used in these Terms and Conditions of Use are for reference purposes only and in no way define or limit the scope of the section. These Terms and Conditions of Use are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of law principles. Any claim related to any dispute arising from, in connection with or relating to this Site or under these Terms and Conditions of Use will be made before the Courts of the Province of Ontario, Canada sitting in the City of Toronto. You hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute. Any claim or cause of action you may have arising from, in connection with, or relating to your use of this Site, these Terms and Conditions, or any related matters must be commenced in a court of competent jurisdiction in Toronto, Ontario, Canada. 

Arbitration:

By using the Site, you agree that the Company and or its Associates, at its or their sole discretion, may require you to submit any disputes arising from or concerning the access to or use of the Site, related services or these Terms and Conditions of Use, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the Arbitration Act, 1991 (Ontario), by one or more arbitrators appointed in accordance with same. For certainty, such proceeding shall be governed by the laws of the jurisdiction as set forth in the previous section. 

Forward Looking Statements:

Public communications, including oral or written communications such as the Site constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. The forward-looking statements are expressly qualified by this cautionary statement. Any information or statements that are contained in this website that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “will,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters and the negative of these terms or similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Various assumptions were used in drawing the conclusions contained in the forward-looking statements throughout the Site. Forward-looking statements reflect current beliefs of management with respect to future events and are based on information currently available to management including based on reasonable assumptions, estimates, internal and external analysis and opinions of management. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company are based on current expectations that are subject to significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward-looking statements. Please refer to the final prospectus of the Company under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by the Company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

No Offer or Solicitation:

The Content shall not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of a proxy, consent, vote, approval or authorization with respect to any securities or in respect of any transaction in any jurisdiction, nor shall there by any sale, issuance or transfer of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful or otherwise in contravention of applicable law including any sale issuance or transfer of securities prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.

General:

If any provision of these Terms and Conditions of Use is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder of these Terms and Conditions of Use shall continue in full force and effect.  No waiver of or consent to depart from the requirements of any provision of these Terms and Conditions shall be binding against the Company unless it is in writing and is signed by the Company.  The failure of the Company to exercise, and any delay of the Company in exercising, any of its rights hereunder, in whole or in part, shall not constitute or be deemed a waiver or forfeiture of such rights, neither in the specific instance nor on a continuing basis.  No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.  All rights and remedies of the Company granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. You and Company are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms and Conditions of Use, or your access to or use of this Site. In these Terms and Conditions of Use (a) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (b) where not already specified, “including” (and similar variations) means including without limitation. The Company’s Associates are third party beneficiaries of the sections titled “No Warranty; Limitation on Liability” and “Indemnification”. There are no other third party beneficiaries of these Terms and Conditions of Use. You may not assign these Terms and Conditions of Use without the prior written consent of the Company. The Company may assign these Terms and Conditions of Use without restriction. These Terms and Conditions of Use will enure to the benefit of and will be binding on you and the Company and your and its respective successors and permitted assigns.

Notice:

Notices or communications to the Company in connection with these Terms and Conditions of Use must be in writing and must be sent to the Company by courier or regular pre-paid post to communications@metals.co. Notices to you from the Company may be sent by either email to the email address supplied by you, if applicable, or by courier or regular pre-paid post to the postal address supplied by you, if applicable.  Notices will be deemed to be received upon the earlier of: (a) one business day after deposit with a nationally recognized overnight courier; (b) four business days after deposit in the U.S. or Canadian postal mail, provided that if there is a slow-down or other labour dispute which affects the delivery of a notice by mail then it will be deemed to be received by the receiving party at the actual time of delivery; or (c) in the case of e-mail notices to you, upon the Company’s receipt of your express acknowledgement of receipt of email transmission. Notices or communications may also be provided to you by posting same to the Site, which will be deemed to be received on the day of posting.

Language:

The parties to these terms and conditions have expressly requested and required that these terms and conditions, and all other related documents, be drawn up in the English language. Les parties convenient et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais.