Metal Supermarkets Corporation welcomes you to MetalNet - an Extranet (the "Extranet") for Metal Supermarket franchisees. Please read these Terms of Use (the "TOU") carefully before using this Website (the "Site"). (As used here, the term "MSC" includes MSC and its affiliates.) These TOU are part of your agreement with Metal Supermarkets (Canada) Ltd. (if you operate in Canada or elsewhere in the world other than the U.K. and the U.S.A.), Metal Supermarkets Company (if you operate in the U.K.), or Metal Supermarkets Corporation (if you operate in the U.S.A.) (these companies are referred to as "MSC" or "we" or "us" in these TOU).
By making any use of this Site (such as reading or perusing the Site's content, or downloading material from it), you will indicate your agreement to abide by these TOU.
We reserve the right to modify, alter or otherwise update these TOU at any time and you agree to be bound by such modifications, alterations or updates. You should review the then-current terms because they will be binding on you if you continue to use this Site after receiving notice of any such changes.

Objectives
The Extranet is intended solely for the business use of MSC and its franchisees (and, if we decide to open up the Extranet to some additional parties, to our invited guests). Any other use of the Extranet is not permitted.
The TOU are designed to assist in protecting the Extranet, the MSC franchisees, and other users of the Extranet from improper and/or illegal activity over the Internet. You are expected to use the Extranet in a reasonable fashion and to adhere to commonly-accepted practices of the Internet community.
The categories listed below are intended merely to serve as guidelines regarding appropriate and inappropriate conduct. This list is by no means exhaustive and should not be interpreted as such. We reserve the right to take action to stop any activity that we deem to be inappropriate for the Extranet.
Although we do not intend to control or monitor your use of the Extranet or the content of your online communications, and we are not obligated to do so, we reserve the right to edit or remove content that we deem to be in violation of the TOU or that we otherwise deem harmful or offensive. The TOU apply to all aspects of the Extranet, including (without limitation) e-mail, message posting, downloading, uploading, chatting, and browsing.
Trademarks and Copyright
The materials on this Site are copyrighted and are protected by Canadian, U.S., and international copyright laws and treaty provisions. All content included on this Site, such as text, graphics, logos, button icons, images, audio clips and software, is the property of MSC. The compilation (meaning the collection, arrangement and assembly) of all content on this site is the exclusive property of MSC. No material from this Extranet or any Web site owned, operated, licensed, or controlled by MSC may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may view the materials online, download the materials and retain one electronic copy on any single computer and one print copy of any individual file solely for your use in connection with the business of operating your Metal Supermarket franchise under the terms of the relevant franchise agreement, provided that you keep intact all copyright and other proprietary notices. Modification, decompiling, reverse engineering or any use of the materials for any other purpose is a violation of MSC copyrights.
All other brands and names are property of their respective owners.
MSC trademarks may only be used with express prior written consent from MSC.
Except as expressly provided in these TOU, MSC does not grant any express or implied right to you under any copyrights, trademarks, or other proprietary rights.
You agree that you will not upload, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data or other information -- that:
a. is unlawful;
b. is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including without limitation sexual language of a violent or threatening nature directed at another individual or group of individuals) or otherwise violates MSC rules or policies;
c. victimizes, harasses, degrades, or intimidates an individual or group of individuals on any basis, including, but not limited to, the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
d. infringes on any patent, trademark, trade secret, copyright, right of publicity, or any other proprietary right of any party;
e. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation or any form of lottery or gambling; or
f. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
We have no obligation to monitor, do not control, and are not responsible for the content of postings made by Metal Supermarket franchisees, their guests, and others. If we become aware of posted information that is illegal, infringing upon any intellectual property rights, otherwise improper, or that violates the TOU, we reserve the rights at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in MSC's sole discretion are objectionable or in violation of the TOU.
You also agree not to harvest or collect information about the users or members of this Extranet or use such information for any purpose.

Operations Manuals
The Metal Supermarket Operations Manuals will be made available to you on the Site. You may use the Operations Manuals only as provided under the terms of your Franchise Agreement with us. We will periodically provide updates to the Operations Manuals online, and will advise you when we have done so; at that time, you will be obligated to view the revisions to the Operations Manuals. You may not download or print the Operations Manuals, in whole or in part, except solely for your use in connection with the business of operating your Metal Supermarket franchise under the terms of the relevant franchise agreement, or as we may otherwise permit by written consent.

Product Ordering
We may make product viewing and ordering ("Online Ordering") available through the Site. If we choose to do so, we will establish the rules for the use of our Online Ordering function and post them on the Extranet. You will use the same login ID and password for the Extranet and Online Ordering. When you sign up to use Online Ordering, you may identify third parties authorized to order products on your account. You will be responsible for any orders made by these parties.

Linked Sites
We may provide links from our Site to other websites. Linked sites are not under our control and we are not responsible for the content of any linked site or any link contained in a linked site. MSC reserves the right to terminate any link or linking program at any time. MSC does not endorse companies or products to which it links and reserves the right to note as such on its Web pages. We cannot predict, and do not know, the primary policy or terms of use that will apply to linked sites. If you decide to access any of the third party sites that may be linked to this Site, you do so entirely at your own risk.

Access Rights
We are granting you the right to access the Extranet using the login ID and password that you create. You agree to accept the affirmative duty to keep your login ID and password secure, and further agree that you will not post that information anywhere in, on, or near your computer or otherwise where it can be easily found by someone else. If your password is lost, stolen, or otherwise compromised, you must immediately notify MSC, and we will take reasonable steps to deactivate the compromised password. MSC is not responsible for any data that is lost, altered, or that becomes public through your failure to protect your password.
We will allow you access to the Extranet so long as you comply with these TOU and for so long as you remain a Metal Supermarket franchisee in good standing. We reserve the right to terminate your access to the Extranet or, in our sole judgment, to discontinue the Extranet itself. We will have no liability to you if we terminate your access to the Extranet.

MSC's Rights
If you engage in conduct while using the Extranet that is in violation of the TOU or is otherwise illegal or improper, we reserve the right to suspend or terminate your access to the Extranet without prior notice to you. In most cases, we may attempt to notify you of any activity in violation of the TOU and request that you cease such activity; however, we are not required to do so. In addition, we may take any other appropriate action against you for violations of the TOU. We do not make any promise, nor do we have any obligation, to monitor or police activity occurring via the Extranet and will have no liability to any party, including you, for any violation of the TOU.

Unauthorized Access/Interference
You may not attempt to gain unauthorized access to, or attempt to interfere with or compromise the normal functioning, operation or security of the Extranet. You may not use the Extranet to engage in any activities that may interfere with the ability of others to access or use the Extranet. You may not attempt to gain unauthorized access to the user accounts or passwords of other users.

Online Communication
We reserve the right at some time in the future, and with at least two months prior notice to you, to use the Extranet as the exclusive means by which to provide certain communications, including, for example, our Operations Manuals and updates, as well as bulletins, newsletters, and other information.

Spamming/Mailbombing
You may not use the Extranet to transmit unsolicited e-mail messages (whether commercial or otherwise) or deliberately send very large attachments to one recipient. Any unsolicited e?mail messages sent to ten or more recipients, or a series of unsolicited e-mail messages or large attachments sent to one recipient, constitutes "spamming" or "mailbombing" and is prohibited. Likewise, you may not use the Extranet to collect responses from mass unsolicited e-mail messages.

Spoofing/Fraud
You may not attempt to send e-mail messages or transmit any electronic communications using a name or address of someone other than yourself for purposes of deception. Any attempt to impersonate someone else using forged headers or other identifying information is prohibited. Any attempt to fraudulently conceal, forge or otherwise falsify your identity in connection with your use of the Extranet is prohibited.

Illegal Activity
You agree to use the Extranet only for lawful purposes. Use of the Extranet for transmission, distribution, retrieval or storage of any information, data or other material in violation of any applicable law, regulation, tariff or treaty is prohibited. This includes, without limitation, the use or transmission of any data or material protected by copyright, trademark, trade secret, patent or other intellectual property right without proper authorization and the transmission of any material that constitutes an illegal threat, violates export control laws or is obscene, defamatory or otherwise unlawful.

Copying
The Extranet contains materials published by MSC (the "Materials"). We authorize you to copy the Materials only for your internal use and use by your employees in conducting your franchised Metal Supermarket business. No other use of the Materials is permitted. In consideration of this authorization, you agree that any copy of the Materials (or any portion of the Materials) that you make will retain all copyright and other proprietary notices contained thereon.

Privacy
Any data or information submitted to or provided by us through the Extranet will be subject to any Privacy Statement that MSC has or may develop in the future. Any data or information submitted through the Extranet to any party or person will be transmitted at your own risk. We make no guarantee regarding, and assume no liability for, the security and privacy of any data or information you transmit via the Extranet or over the Internet (including without limitation data or information transmitted via any server designated as "secure").

Excessive Usage
If we have specified bandwidth limitations for your user account, we will inform you and you will not use the Extranet in excess of those limitations. Also, if you are accessing the Extranet via a dial-up connection, we may terminate your user session if you are connected for an excessive amount of time in order to protect our network resources and maintain Extranet availability for others.

Other Prohibited Activities
The following activities are also prohibited:
· Attempting to intercept, redirect or otherwise interfere with communications intended for others.
· Transmitting files, data or other materials containing a computer virus, corrupted data, worms, Trojan horses or other limiting routine, instruction or design that would erase data or programming or cause the Extranet or any other equipment or system to become inoperable or incapable of being used in the full manner for which it was designed.
· Using the Extranet to threaten, harass, stalk, abuse or otherwise violate the legal rights of others.
Any other inappropriate activity or abuse of the Extranet (as we determine in our sole discretion), whether or not specifically listed in these TOU, may result in suspension or termination of your access to and use of the Extranet.

Restrictions on Use of Account
It is your responsibility to keep your password secure. You may not log-on to more than one user session at a time.
You may not offer any public information service via the Extranet (including running a web server or FTP server).

Inactivity Disconnects
We may disconnect your user session if there appears to be no interactive activity for 45 minutes. Activity that is automatically generated by your computer system through automated programs, scripts, re-dialers or any other software or hardware device will not be considered "interactive." The use of any automated method to avoid inactivity disconnects or to automatically reinstate an inactive connection is prohibited.

Transfer of Account
You may not transfer your user account to anyone, or allow anyone else to use your login, or display the Site to anyone else, without our prior written consent.

Property Rights
The Extranet and the Materials are our sole property. Nothing contained in this Agreement will confer upon you in any manner, whether by implication, estoppel or otherwise, any license, title or ownership of or to any intellectual property right of MSC or any third party. You may not use our trademarks except with our express written consent to do so.

Disclaimer
MSC does not promise that software or other material will work on your computer and we are not responsible if they do not. MSC makes no representation or warranty as to the timeliness or availability of the Extranet or the information contained therein or that the Extranet will be error-free. MSC has no obligation to maintain or support the Extranet and may, at its option, discontinue the Extranet at any time.
THE MATERIALS ON THIS SITE ARE PROVIDED "AS IS" AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MSC DOES NOT WARRANT THAT THE INFORMATION ON OUR SITE WILL BE ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. MSC DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
MSC WILL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY OR INJURY CAUSED TO ANY PARTY (INCLUDING WITHOUT LIMITATION YOU AND/OR YOUR EMPLOYEES), INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, RESULTING FROM YOUR ACCESS TO, OR INABILITY TO ACCESS, THE EXTRANET, OR FROM YOUR RELIANCE ON ANY INFORMATION PROVIDED ON THE EXTRANET, EVEN IF MSC AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU UNDERSTAND AND ACKNOWLEDGE THAT WE HAVE CONTRACTED THE DEVELOPMENT, OPERATION, AND MAINTENANCE OF THE EXTRANET TO A THIRD PARTY VENDOR, AND THAT WE CANNOT GUARANTEE, AND ARE NOT RESPONSIBLE IN ANY MANNER WHATSOEVER, FOR THINGS THAT THE VENDOR DOES OR DOES NOT DO.

Bulletin Boards
This service may include bulletin boards and chat rooms ("Bulletin Boards"), which allow feedback to MSC and real-time interaction between users. MSC does not control the messages, information or files delivered to Bulletin Boards. It is a condition of your use of the Bulletin Boards and this Site that you do not:
· Restrict or inhibit any other user from using and enjoying the Bulletin Boards.
· Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
· Post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder.
· Post or transmit any information, software or other material that contains a virus or other harmful component.
· Post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising.
MSC has no obligation to monitor the Bulletin Boards. However, MSC reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, that in MSC's sole discretion are objectionable or in violation of these TOU.

Indemnification
You agree to indemnify and hold harmless MSC and MSC's corporate affiliates, as well as their respective direct and indirect owners, officers, directors, agents, and employees from and against any and all claims brought by any other party relating to your use of the Extranet (as well as the associated costs of defense, including without limitation, legal fees).

Cooperation with Investigations
We will cooperate with appropriate law enforcement agencies and other parties involved in investigating claims of illegal or inappropriate activity. You agree to assist us and any such law enforcement agencies or other parties in any investigation.

Submissions
Notes, messages, ideas, suggestions, concepts or other material submitted to MSC ("Submissions") will be considered non-confidential and non-proprietary. MSC will have no obligation regarding Submissions. MSC and its designees will be entitled to copy, distribute, incorporate, modify and otherwise use the Submissions for any type of commercial or non-commercial use, including in any media whether now known or not yet conceived. You agree that MSC has the right to publish Submissions for any type of use as outlined above, including promotional and advertising purposes.
MSC is not responsible for any Submissions posted on our forums. You will not submit or otherwise publish through these forums any content that:
· Defames, libels, or invades the privacy of other persons, is obscene, pornographic, abusive or threatening;
· Infringes on any intellectual property or other right of any person or entity, including but not limited to copyrights and trademarks;
· Violates any law;
· Advocates any illegal activity; or
· Advertises or solicits funds for goods or services.

Governing Law
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada (if you operate in Canada or elsewhere in the world other than the U.K. and the U.S.A.), England and Wales (if you operate in the U.K.), the State of Delaware (if you operate in the U.S.A.) (without giving effect to any applicable conflicts of law principles). If any provision of these TOU is unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the TOU and shall not affect the validity and enforceability of any remaining provisions.

Other Users
If we decide to expand access to the Extranet in order to make it available to persons such as your employees, accountant, etc., we will notify you. If so, and you then wish to enroll another user associated with your business, you and each such other user will be required to enter into an agreement governing the other users' access to the Extranet.

Your Assent to These Terms
Your use of the Extranet is subject to the conditions of the TOU, the Extranet Agreement, and to the terms and conditions in your Franchise Agreement.
By clicking on the "YES" box below, you are stating to us that you agree to all the terms and conditions set forth in the TOU.