These Website Terms of Use (this “Agreement”) govern your access to and use of the website located at getmetal.io and any related subdomains (collectively, the "Site") operated by Metal Technologies Inc. (“Metal," "we," "us," or "our"). By accessing or using the Site, you ("you" or "User") agree to be bound by this Agreement. If you do not agree to this Agreement, you must not access or use the Site.

If you are accessing the Site on behalf of an organization, company, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case "you" and "User" will refer to such entity. If you do not have such authority, you must not access or use the Site.

1.              Definitions.

A.             “Applicable Law” means all international, federal, state, provincial, and local laws, rules, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Site or either party’s rights and obligations under this Agreement.

B.             "Intellectual Property Rights" means all intellectual property and proprietary rights throughout the world, including patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights.

C.             “Metal Content" means all text, graphics, images, logos, trademarks, audio, video, data, software, and other materials displayed on, contained in, or made available through the Site, excluding any User Content.

D.             "User Content" means any information, data, text, or other content that a User submits, posts, or otherwise provides through the Site, including through any contact forms, feedback mechanisms, or interactive features.

2.              Use of the Site.

A.             Access to the Site. Metal grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Site for informational purposes and in accordance with this Agreement and Applicable Law. Metal may modify, update, or discontinue the Site (or any part thereof) at any time without notice or liability.

B.             Acceptable Use. You agree to use the Site only for lawful purposes and in compliance with Applicable Law. You will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site.

C.             Use Restrictions. You will not, and will not authorize or permit any third party to: (1) copy, reproduce, distribute, or create derivative works of any Metal Content; (2) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Site; (3) use any automated means, including robots, crawlers, or scrapers, to access or collect data from the Site, except as expressly permitted by Metal in writing; (4) use the Site to distribute any viruses, malware, or other harmful code; (5) attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site; (6) remove, alter, or obscure any proprietary notices on the Site; or (7) use the Site in any manner that violates or attempts to circumvent Applicable Law.

3.              Intellectual Property.

A.             Ownership.

(1)            Metal and its licensors own the Site and all Metal Content, including all Intellectual Property Rights therein. No ownership rights in the Site or Metal Content are transferred to you by this Agreement. You do not have any rights in or to the Site or Metal Content except for the limited right of access granted in Section 2.A of this Agreement.

(2)            You retain ownership of any User Content you provide through the Site. By submitting User Content, you grant Metal a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid, sublicensable license to use, reproduce, modify, distribute, display, and create derivative works of such User Content for any purpose, including to operate, improve, and promote the Site and Metal's products and services. You represent and warrant that you have all rights necessary to grant the foregoing license and that your User Content does not infringe or violate any third-party Intellectual Property Rights or other rights.

B.             Feedback. If you provide Metal with any feedback, comments, or suggestions concerning the Site or Metal's products or services (collectively, “Feedback”), you hereby assign to Metal all right, title, and interest in and to the Feedback, and Metal is free to use the Feedback without payment, attribution, or restriction.

4.              Term and Termination.

A.             Term. This Agreement is effective as of the date you first access or use the Site and will remain in effect until terminated.

B.             Termination. Metal may terminate or suspend your access to the Site at any time, with or without cause, and with or without notice. You may terminate this Agreement by ceasing all use of the Site. Upon termination, all rights and licenses granted to you under this Agreement will immediately cease.

C.             Survival. The following sections will survive any termination of this Agreement: Sections 3 (Intellectual Property), 5 (Disclaimers), 6 (Indemnification), 7 (Limitation of Liability), 8 (Arbitration), and 9 (Miscellaneous).

5.              Disclaimers. THE SITE AND ALL METAL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. METAL SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. METAL DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION OR MATERIALS PROVIDED ON THE SITE ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6.              Indemnification. You agree to indemnify, defend, and hold harmless Metal and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your access to or use of the Site; (b) your User Content; (c) your violation of any Intellectual Property Rights or other rights of any third party in connection with your use of the Site; or (d) your breach of any provision of this Agreement. Metal reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with Metal's defense of such claim.

7.              Limitation of Liability.

A.             Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL METAL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS, EVEN IF METAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B.             Damages Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, METAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100.00).

C.             Applicability. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages. The limitations set forth in this Section 7 will apply to you solely to the extent permitted by Applicable Law.

8.              Arbitration. Any claim, dispute, or controversy between you and Metal arising out of or relating to this Agreement or the Site that cannot be satisfactorily resolved by the parties will be finally and exclusively settled by binding arbitration. The arbitration will be administered under the American Arbitration Association’s Consumer Arbitration Rules in force when the notice of arbitration is submitted. The arbitration will be conducted by one arbitrator, and the seat of the arbitration will be in New York, New York. The arbitration will be conducted in English. The arbitral award will be final and binding, and judgment upon such award may be entered in any court having jurisdiction. The arbitrator may award compensatory damages but will not award punitive damages. The parties agree to keep the existence and details of the arbitration confidential, except as required by Applicable Law. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) seek injunctive relief in a court of law; or (b) file suit in a court of law to address an intellectual property infringement claim.

9.              Miscellaneous.

A.             Governing Law. This Agreement is governed by the laws of the State of New York without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 8, all claims arising under this Agreement will be litigated exclusively in the federal or state courts located in New York, New York, and you consent to the personal jurisdiction of such courts.

B.             Injunctive Relief. You acknowledge that any breach of Sections 2 (Use of the Site) or 3 (Intellectual Property) may cause Metal irreparable harm for which monetary damages may be inadequate. Accordingly, Metal may, in addition to any other remedies available to it at law or in equity, seek injunctive or other equitable relief in response to any such breach.

C.             Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Metal’s prior written consent, and any attempt to do so is void. Metal may assign this Agreement without restriction. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.

D.             Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

E.              No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

F.              Entire Agreement. This Agreement, together with Metal's Privacy Policy, constitutes the entire agreement between you and Metal with respect to your use of the Site and supersedes all prior or contemporaneous communications, agreements, and understandings relating to such subject matter.

G.             Amendment. Metal reserves the right to modify this Agreement at any time. If Metal makes material changes, Metal will provide notice by posting the updated Agreement on the Site and updating the "Effective Date" above. Your continued use of the Site after any such changes constitutes your acceptance of the revised Agreement.

H.             Force Majeure. Metal will not be liable for any delay or failure to make the Site available as a result of any cause or condition beyond Metal’s reasonable control, including natural disasters, acts of government, internet or telecommunications failures, power outages, or cyberattacks.

I.               Interpretation. Any heading, caption, or section title contained in this Agreement is for convenience only and in no way defines or explains any section or provision. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

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