GLOBAL BRASS AND COPPER HOLDINGS, INC.'S TERMS OF USE

Last Updated: December 3, 2018

These Terms of Use ("Terms") apply to your access to and use of the websites, and other products and services (collectively, our "Services") provided by Global Brass and Copper Holdings, Inc. and its subsidiaries and affiliated companies, including Olin Brass, Chase Brass, and A.J. Oster (collectively, "Global Brass and Copper," "Company" or "we"). By using our Services, you agree to these Terms. If you do not agree to these Terms, do not access or use our Services.

If you have any questions about these Terms or our Services, please contact us at privacy@gbcmetals.com.

1. Eligibility

You must be at least 18 years of age to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity's behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

2. User Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission.

3. Privacy

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

4. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:

  • Use or attempt to use another user's account without authorization from that user and Global Brass and Copper;
  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
  • Bypass or ignore instructions contained in our robots.txt file, that controls automated access to portions of our Services; or
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

5. Limited License; Copyright and Trademark

Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the "Global Brass and Copper Content") are owned by or licensed to Global Brass and Copper and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Global Brass and Copper and our licensors reserve all rights in and to our Services and the Global Brass and Copper Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Global Brass and Copper Content for your own use; however, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services or Global Brass and Copper Content; (b) copy, reproduce, distribute, publicly perform or publicly display Global Brass and Copper Content, except as expressly permitted by us or our licensors; (c) modify the Global Brass and Copper Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Global Brass and Copper Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Global Brass and Copper Content other than for their intended purposes. Any use of our Services or Global Brass and Copper Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

6. Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Global Brass and Copper or our products or Services (collectively, "Feedback"), is non-confidential and will become the sole property of Global Brass and Copper. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

7. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Global Brass and Copper, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Global Brass and Copper Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your violation of these Terms; or (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights). You agree to promptly notify Global Brass and Copper Parties of any third party Claims, cooperate with Global Brass and Copper Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Global Brass and Copper Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Global Brass and Copper or the other Global Brass and Copper Parties.

8. Disclaimers

We do not control, endorse or take responsibility for any third-party content available on or linked to by our Services.

Your use of our Services is at your sole risk. Our Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Global Brass and Copper does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Global Brass and Copper attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

9. Limitation of Liability

Global Brass and Copper and the other Global Brass and Copper Parties will not be liable to you under any theory of liability-whether based in contract, tort, negligence, strict liability, warranty, or otherwise-for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Global Brass and Copper or the other Global Brass and Copper Parties have been advised of the possibility of such damages.

The total liability of Global Brass and Copper and the other Global Brass and Copper Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services.

The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Global Brass and Copper or the other Global Brass and Copper Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

10. Release

To the fullest extent permitted by applicable law, you release Global Brass and Copper and the other Global Brass and Copper Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

11. Transfer and Processing Data

By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

12. Governing Law and Venue

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of Illinois without regard to conflict of law rules or principles (whether of Illinois or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Illinois and the United States, respectively, sitting in DuPage County or Cook County, Illinois.

13. Export Compliance

All or part of our Services may be subject to U.S. export control and economic sanctions laws ("Export Controls"). You agree to abide by all Export Controls as they relate to your access and use of our Services. You may not access or use our Services if you are located in a jurisdiction where the provision of our Services is prohibited by law (a "Prohibited Jurisdiction"), and you may not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent and warrant that: (a) you are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; and (c) you will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.

14. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the "Last Updated" date above. We may also attempt to notify you by sending an email notification to the address associated with your account. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

15. Termination

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

16. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

17. Miscellaneous

These Terms constitute the entire agreement between you and Global Brass and Copper relating to your access to and use of our Services. The failure of Global Brass and Copper to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.