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Effective July 8, 2026 · version 2026-07-08

Enterprise Terms and Conditions for Market Signal, Sage, and Related Services

Effective date: as set forth in the applicable Order Form or Proposal · Version: 2026-07-08

These Enterprise Terms and Conditions (these "Terms") are entered into by and between Alpha Commodities Inc. d/b/a MetalMiner, a Delaware corporation with offices at PO Box 3009, Gary IN 46403 ("MetalMiner"), and the customer identified in the applicable Order Form ("Customer"). These Terms govern Customer's access to and use of the Services. These Terms are effective as of the effective date set forth in the applicable Order Form or Proposal (the "Effective Date").

If Customer and MetalMiner execute an Order Form or Proposal referencing these Terms, or if Customer otherwise accesses or uses the Services after receiving notice of these Terms, Customer agrees to be bound by them.

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of such entity or the power to direct its management.

1.2 "Authorized User" means an employee or individual contractor of Customer or its approved Affiliates whom Customer authorizes to access and use the Services solely for Customer's internal business purposes in accordance with these Terms.

1.3 "Confidential Information" means any non-public information disclosed by or on behalf of one party to the other party in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. MetalMiner's Confidential Information includes the Services, Content, Documentation, pricing, technical information, methodologies, product designs, models, prompts, system instructions, usage limits, security measures, and non-public business terms.

1.4 "Content" means all data, reports, forecasts, analyses, charts, graphics, text, indexes, signals, scenario outputs, documentation, and other materials made available by MetalMiner through the Services.

1.5 "Customer Data" means prompts, questions, instructions, uploaded files, documents, text, configurations, and other data or materials submitted to the Services by or on behalf of Customer.

1.6 "Documentation" means MetalMiner's user guides, technical specifications, implementation documentation, and usage policies made available to Customer for the Services.

1.7 "Order Form or Proposal Document" means an ordering document, subscription form, statement of work, or similar written instrument executed by the parties that identifies the Services purchased, fees, subscription term, usage rights, and any service-specific commercial terms.

1.8 "Output" means any response, summary, report, analysis, forecast, visualization, recommendation framework, or other output generated or returned by the Services in response to Customer Data or Customer queries.

1.9 "Services" means the subscriptions, products, APIs, software, hosted services, reports, analytics, dashboards, Content, support, and related services identified in an applicable Order Form, including Market Signal, Sage, the MetalMiner MCP Connector, MetalMiner Insights, and the Market Signal API.

1.10 "Subscription Term" means the term of access and use for the applicable Services set forth in the Order Form.

2. Scope; Order of Precedence

2.1 Scope. These Terms govern all Order Forms or Proposals referencing these Terms and all access to and use of the Services by Customer and its Authorized Users.

2.2 Order of Precedence. In the event of a conflict among the contract documents, the following order of precedence applies unless expressly stated otherwise in a signed writing: (a) the applicable Order Form or Proposal; (b) these Terms; and (c) the Documentation.

2.3 Affiliate Access. Customer Affiliates may access the Services only if expressly permitted in the applicable Order Form or otherwise approved by MetalMiner in writing. Customer will remain fully responsible for all acts and omissions of its Affiliates and their users.

3. Provision of Services; License Grant

3.1 Access Rights. Subject to Customer's timely payment of all fees and continued compliance with these Terms, MetalMiner grants Customer during the applicable Subscription Term a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to: (a) access and use the Services; (b) permit its Authorized Users to access and use the Services; and (c) use the Content and Output solely for Customer's internal business operations, sourcing, procurement, planning, research, and decision-support purposes, in each case solely in accordance with these Terms, the applicable Order Form, and the Documentation.

3.2 No Implied Rights. No rights or licenses are granted except as expressly set forth in these Terms. All rights not expressly granted are reserved by MetalMiner and its licensors.

3.3 Delivery Model. MetalMiner may provide the Services through hosted environments, APIs, interfaces, and supporting technologies selected by MetalMiner. Unless otherwise expressly agreed in writing, MetalMiner is not required to provide the Services through any specific architecture, static image package, embedded application, or customer-hosted deployment model.

4. Authorized Users; Customer Responsibilities

4.1 Account Responsibility. Customer is responsible for all activity occurring under its accounts, credentials, tokens, API keys, and access methods, whether or not authorized by Customer.

4.2 Compliance by Users. Customer shall ensure that all Authorized Users, Affiliates, contractors, and other persons accessing the Services through Customer comply with these Terms. Any act or omission by such person that would constitute a breach of these Terms if performed by Customer will be deemed a breach by Customer.

4.3 Access Controls. Customer shall maintain appropriate administrative, technical, and organizational safeguards to protect account credentials and prevent unauthorized access to the Services.

4.4 Notification. Customer shall promptly notify MetalMiner of any suspected or actual unauthorized access, security incident, credential compromise, misuse, or violation of these Terms.

4.5 Internal Governance. Customer is solely responsible for determining whether the Services are appropriate for Customer's internal governance, compliance, legal, technical, and business requirements.

5. Restrictions on Use

Customer shall not, and shall not permit any third party to:

5.1 Unauthorized Exploitation. Sell, resell, license, sublicense, lease, assign, distribute, outsource, publish, republish, display, transfer, or otherwise make the Services, Content, or Output available to any third party except as expressly authorized in a signed Order Form.

5.2 Competing Product Restriction. Use the Services, Content, or Output to develop, support, market, validate, populate, or contribute to any database, product, service, or offering that competes with, substitutes for, or replicates MetalMiner's products or services, including any metals, minerals, pricing, forecast, market intelligence, or analytics offering.

5.3 AI and Model Training Restriction. Use the Services, Content, or Output to train, fine-tune, ground, calibrate, validate, improve, or otherwise support any artificial intelligence system, machine learning model, large language model, generative AI system, algorithmic model, or derived commercial dataset, except pursuant to a separate express written agreement signed by MetalMiner.

5.4 Prompt Injection and Adversarial Use. Attempt to elicit, extract, infer, or derive system instructions, model behavior, proprietary prompts, retrieval logic, ranking algorithms, pricing methodologies, source data, confidence calibrations, or any other non-public aspect of the Services through any form of input manipulation, adversarial prompting, systematic querying, prompt injection, jailbreaking, or similar technique, whether manual or automated.

5.5 Downstream AI Ingestion. Ingest, input, feed, import, embed, or otherwise introduce Content or Output into any automated system, platform, copilot, agent, chatbot, workflow engine, decision-support tool, procurement application, or similar technology that could redistribute, surface, transmit, summarize, paraphrase, or make derivatives of MetalMiner information to or for any person or system beyond Customer's Authorized Users, except pursuant to a separate express written agreement signed by MetalMiner.

5.6 No Raw Data Extraction. Access, extract, expose, or deliver raw underlying data points except to the limited extent expressly permitted in the applicable Order Form, Proposal or Documentation.

5.7 No Scraping or Harvesting. Scrape, crawl, index, harvest, mine, collect, or systematically retrieve data, prompts, responses, metadata, or other information from the Services.

5.8 No Reverse Engineering. Reverse engineer, decompile, disassemble, decode, translate, attempt to discover, or otherwise derive the source code, model architecture, model weights, prompts, retrieval logic, ranking logic, security controls, or underlying ideas, structure, or algorithms of the Services.

5.9 No Circumvention. Circumvent or attempt to circumvent any usage limits, rate limits, security controls, access restrictions, monitoring tools, or technical measures of the Services.

5.10 No Benchmarking. Publish or disclose to any third party the results of any benchmark, comparative analysis, or evaluation of the Services without MetalMiner's prior written consent.

5.11 No Removal of Notices. Remove, alter, obscure, or conceal any copyright, trademark, attribution, disclaimer, or other proprietary notice included in the Services, Content, Output, or Documentation.

5.12 Legal Compliance. Use the Services in violation of any applicable law, regulation, export control, sanctions law, or third-party right.

5.13 Human Review Requirement. Use the Services, Content, or Output as the sole basis for any automated or autonomous legal, financial, trading, sourcing, procurement, or other material business decision without appropriate human review.

5.14 Sensitive Data Restriction. Submit to the Services any Customer Data that Customer does not have the legal right to provide or that is prohibited under these Terms or the applicable Order Form.

6. API and Integration Terms

If Customer is granted API or integration access:

6.1 Backend-Only Calls. Customer shall call the applicable APIs only from Customer-controlled backend systems unless MetalMiner expressly approves another method in writing.

6.2 No Browser Exposure. Customer shall not expose API keys, tokens, credentials, or raw API endpoints in browser code, public repositories, or public-facing client applications.

6.3 Display-Only Limitation. Except as expressly authorized in a signed Order Form, Customer's right to use data returned through the Services is limited to display and internal business use within Customer's authorized environment.

6.4 Temporary Caching Only. Customer may temporarily cache API responses solely as reasonably necessary for rendering, continuity, and performance, provided that such caching does not exceed the shorter of: (a) fifteen (15) minutes; or (b) any period expressly stated in the applicable Documentation or Order Form.

6.5 No Warehousing. Customer shall not store, warehouse, persist, replicate, archive, or build any independent dataset or repository from the Services, Content, or Output except as expressly authorized in writing by MetalMiner.

6.6 No Perpetual Rights. Customer receives no perpetual license or continuing right in any downloaded, cached, stored, or archived Content except as expressly set forth in these Terms or in a signed Order Form.

6.7 Overages and Throttling. If Customer exceeds the usage limits set forth in the applicable Order Form, MetalMiner may, at its option: (a) throttle Customer's access to the Services to the contracted usage level; (b) invoice Customer for overage usage at the rates set forth in the applicable Order Form (or, if no overage rate is specified, at 150% of the per-unit rate implied by the applicable Order Form fees); or (c) suspend access in accordance with Section 15. MetalMiner will use commercially reasonable efforts to notify Customer before exercising any remedy under this Section 6.7, but failure to provide advance notice shall not limit MetalMiner's rights hereunder.

7. Customer Data

7.1 Rights in Customer Data. As between the parties, Customer retains its rights in Customer Data, subject to the rights granted to MetalMiner under these Terms.

7.2 Customer Warranty. Customer represents and warrants that it has all necessary rights, consents, permissions, and legal authority to submit Customer Data to the Services and to authorize MetalMiner to process Customer Data as contemplated by these Terms.

7.3 License to MetalMiner. Customer grants MetalMiner and its subcontractors a non-exclusive, worldwide, royalty-free right during the Subscription Term, and thereafter as reasonably necessary for the purposes described below, to host, copy, store, process, transmit, display, analyze, and otherwise use Customer Data: (a) to provide, operate, maintain, support, and secure the Services; (b) to generate Output; (c) to monitor compliance with these Terms; (d) to prevent fraud, abuse, security incidents, and prohibited uses; (e) to comply with applicable law; and (f) to improve the Services, provided that MetalMiner will not disclose Customer Data as identifiable Customer-specific information to other customers.

7.4 Aggregated and De-Identified Data. MetalMiner may use aggregated, de-identified, and anonymized usage data, telemetry, and service performance data derived from Customer's use of the Services to operate, improve, and develop MetalMiner's products and services, provided such data does not identify Customer as the source.

7.5 Restricted Data. Unless expressly agreed otherwise in writing, Customer shall not submit to the Services any: classified information; export-controlled technical data; protected health information; payment card information; social security numbers or equivalent national identifiers; or other highly sensitive personal data or regulated data not reasonably necessary for the intended use of the Services.

8. Service-Specific Terms for Sage

8.1 Nature of Sage. Sage is a conversational and analytical assistance service that may use machine learning, retrieval, automation, rules-based logic, third-party model providers, and related technologies to generate Output.

8.2 Informational Use Only. Sage Output is provided for informational and decision-support purposes only and does not constitute legal, financial, trading, investment, tax, accounting, regulatory, procurement, or other professional advice.

8.3 Human Validation. Customer is solely responsible for reviewing, validating, and determining whether and how to use any Sage Output. Customer shall not rely on Sage Output without appropriate human review.

8.4 No Accuracy Warranty. Customer acknowledges that Sage Output may be incomplete, inaccurate, synthetic, non-exhaustive, or based on imperfect, inferred, third-party, or incomplete source information. MetalMiner does not warrant that Sage Output will be accurate, complete, error-free, unbiased, or fit for Customer's particular purpose.

8.5 Logging and Review. MetalMiner may log prompts, uploaded files, interactions, responses, and related metadata to provide, secure, support, audit, and improve the Services and to enforce these Terms.

9. Service-Specific Terms for Market Signal

9.1 Forecasting Nature. Market Signal may include forecasts, directional indicators, predictive analytics, estimated price ranges, disruption scenarios, scenario modeling, confidence intervals, and other forward-looking or hypothetical information.

9.2 No Guarantee. All forecasts, predictions, estimates, and scenarios are inherently uncertain and subject to change. MetalMiner does not guarantee that any forecast, estimate, expected movement, or scenario outcome will occur.

9.3 Historical Data. Historical performance, historical relationships, and prior market conditions do not guarantee future results.

9.4 Customer Decision Responsibility. Customer is solely responsible for any business, procurement, hedging, sourcing, stockpiling commercial, or financial decision it makes based on Market Signal.

10. Ownership and Intellectual Property

10.1 MetalMiner Ownership. MetalMiner and its licensors own and retain all right, title, and interest in and to: (a) the Services; (b) the Content; (c) the Documentation; (d) all software, models, prompts, instructions, interfaces, APIs, workflows, methods, structures, trade secrets, and know-how embodied in or used to provide the Services; and (e) all modifications, updates, enhancements, and derivative works of the foregoing. No ownership rights are transferred to Customer.

10.2 Output Rights and Ownership. As between the parties, MetalMiner owns all right, title, and interest in and to all Output. Subject to Customer's compliance with these Terms and payment of all fees, MetalMiner grants Customer a limited, non-exclusive, non-transferable license to use Output internally during the Subscription Term and thereafter solely to the limited extent retained in Customer's ordinary-course internal records and work product pursuant to Section 16.6. Customer acquires no ownership interest in Output, the Services, Content, or underlying methodologies by receiving or using Output.

10.3 Feedback. If Customer provides suggestions, comments, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer grants MetalMiner a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right to use and exploit such Feedback without restriction or obligation; provided, however, that MetalMiner shall not publicly attribute specific Feedback to Customer without Customer's prior consent, and MetalMiner acknowledges that Feedback related to specific commodity strategies, forecast accuracy for particular markets, or pricing methodologies may constitute Customer's Confidential Information subject to Section 11.

11. Confidentiality

11.1 Confidentiality Obligations. Each party receiving Confidential Information of the other party shall: (a) use such Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms; (b) protect such Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of similar importance; and (c) disclose such Confidential Information only to its employees, contractors, professional advisors, and Affiliates with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

11.2 Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

11.3 Required Disclosure. If the receiving party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt written notice to the disclosing party and reasonably cooperate, at the disclosing party's expense, in seeking confidential treatment or a protective order.

11.4 Equitable Relief. Each party acknowledges that unauthorized use or disclosure of the other party's Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the disclosing party will be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

12. Security; Compliance Monitoring

12.1 MetalMiner Security. MetalMiner shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services against unauthorized access, use, alteration, or disclosure.

12.2 Customer Security. Customer shall maintain commercially reasonable safeguards on its own systems and within its environment and shall implement authentication, authorization, and access-control measures appropriate to its use of the Services.

12.3 Monitoring. MetalMiner may monitor Customer's and its users' use of the Services, including usage volumes, prompts, uploads, access patterns, API calls, and system behavior, for purposes of service delivery, performance optimization, security, support, compliance verification, and enforcement of these Terms.

12.4 Compliance Cooperation. Upon reasonable written request, Customer shall provide information reasonably requested by MetalMiner to verify Customer's compliance with these Terms, including a written certification of compliance signed by an authorized representative.

12.5 Audit Right. No more than once per twelve (12) month period, MetalMiner may, upon at least thirty (30) days' prior written notice, retain a qualified independent third-party auditor, subject to reasonable confidentiality obligations, to audit Customer's compliance with Sections 5, 6, and 7 of these Terms. Such audit shall be conducted during Customer's normal business hours and shall not unreasonably interfere with Customer's operations. MetalMiner shall bear the cost of such audit unless the audit reveals a material breach of the audited Sections, in which case Customer shall bear the reasonable cost of the audit. Customer shall provide reasonable cooperation and access to relevant systems, records, and personnel as necessary for the audit.

13. Fees; Payment; Taxes

13.1 Fees. Customer shall pay all fees set forth in the applicable Order Form or Proposal in accordance with the payment terms specified therein.

13.2 Non-Cancelable; Non-Refundable. Except as expressly provided in these Terms or the applicable Order Form or Proposal, all fees are non-cancelable and non-refundable.

13.3 Taxes. All fees are exclusive of taxes. Customer shall be responsible for all sales, use, value-added, withholding, excise, and similar taxes arising from the transactions contemplated by these Terms, excluding taxes based on MetalMiner's net income.

13.4 Late Payments. Any overdue amount may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the date due until paid.

13.5 No Setoff. Customer shall pay all amounts due without setoff, deduction, or withholding except as required by law.

14. Changes to Services; Third-Party Providers; Beta Services

14.1 Changes. MetalMiner may modify, update, improve, replace, or discontinue features, data sources, interfaces, models, analytics methods, and supporting technologies used in the Services from time to time, provided that MetalMiner will not materially reduce the core functionality of the purchased Services during the then-current Subscription Term.

14.2 Third-Party Providers. MetalMiner may use third-party providers, including hosting providers, data suppliers, and model providers, to provide or support the Services.

14.3 Beta or Preview Features. Any beta, pilot, preview, trial, or evaluation features are provided "as is" and "as available," without any warranty, support commitment, or service level obligation, and may be modified, suspended, or discontinued at any time.

15. Suspension

MetalMiner may suspend Customer's or any Authorized User's access to the Services immediately upon notice, or without prior notice where reasonably necessary, if:

  • Customer breaches these Terms;
  • Customer's use poses a security risk or threatens the integrity, confidentiality, or availability of the Services;
  • Customer's use creates a risk of unauthorized disclosure, prohibited AI/model training, scraping, competitive misuse, or infringement;
  • Customer exceeds usage limits in a manner that materially degrades or threatens the Services;
  • fees are overdue;
  • suspension is required by law or by a third-party provider; or
  • MetalMiner reasonably believes suspension is necessary to prevent harm to MetalMiner, the Services, other customers, or third parties.

MetalMiner will use commercially reasonable efforts to restore access once the issue giving rise to the suspension has been resolved, if restoration is appropriate under the circumstances.

16. Term; Termination

16.1 Term. These Terms commence on the Effective Date and continue until all Order Forms have expired or been terminated, unless earlier terminated in accordance with these Terms.

16.2 Subscription Term. Each Order Form will remain in effect for the Subscription Term set forth therein unless earlier terminated in accordance with these Terms.

16.3 Termination for Cause. Either party may terminate these Terms or an affected Order Form upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

16.4 Immediate Termination by MetalMiner. MetalMiner may terminate these Terms or any affected Order Form immediately upon written notice if Customer:

  • engages in prohibited AI/model training use;
  • uses the Services to build or support a competing or substitute offering;
  • materially infringes or misappropriates MetalMiner's intellectual property;
  • intentionally exposes raw data, credentials, or protected service components;
  • commits a material breach of confidentiality or security obligations;
  • ingests Content or Output into any downstream AI system, copilot, agent, or automated platform in violation of Section 5.5;
  • engages in prompt injection or adversarial extraction in violation of Section 5.4; or
  • repeatedly violates the usage restrictions in these Terms.

16.5 Effect of Termination. Upon expiration or termination of these Terms or an applicable Order Form: (a) all rights granted to Customer under the terminated Services immediately cease; (b) Customer shall immediately stop accessing and using the terminated Services; (c) Customer shall cease all API calls and disable all integrations relating to the terminated Services; (d) Customer shall cease displaying or distributing Content and Output, except as expressly permitted under Section 16.6; (e) Customer shall delete or destroy all stored, cached, and retained MetalMiner Content not expressly permitted to be retained under these Terms; and (f) upon MetalMiner's written request, Customer shall certify such deletion or destruction in writing, signed by an authorized representative.

16.6 Limited Internal Records Retention. Notwithstanding Section 16.5, Customer may retain limited copies of Output and Content only to the extent embedded in Customer's ordinary-course internal business records, presentations, analyses, and work papers created during the Subscription Term, provided that such retained materials: (a) remain subject to these Terms; (b) are not refreshed, expanded, reprocessed, distributed externally, or commercialized after termination; and (c) are not used to create a substitute dataset, product, or service.

16.7 Accrued Rights. Termination does not relieve Customer of any obligation to pay fees accrued before the effective date of termination.

16.8 Survival. The following Sections survive expiration or termination of these Terms in their entirety and for an unlimited duration: Sections 1, 5, 6, 7.4, 10, 11, 13 (as to accrued obligations), 17, 18, 19, 20, and 22. For the avoidance of doubt, the restrictions set forth in Sections 5 and 6 apply in perpetuity to any Content, Output, or data retained by Customer under Section 16.6 or otherwise.

17. Warranty Disclaimer; Limited Warranty

17.1 Limited Warranty. MetalMiner warrants that it will provide the Services in a professional and workmanlike manner and in material conformity with the applicable Documentation.

17.2 Exclusive Remedy. Customer's sole and exclusive remedy, and MetalMiner's sole liability, for any breach of the limited warranty in Section 17.1 will be for MetalMiner, at its option, to: (a) re-perform the affected Services; or (b) if MetalMiner cannot cure the non-conformity within a reasonable time, terminate the affected portion of the Services and refund any prepaid, unused fees for the non-conforming portion.

17.3 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 17.1, THE SERVICES, CONTENT, OUTPUT, FORECASTS, ANALYSES, SCENARIOS, DATA, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, METALMINER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, METALMINER DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED; (B) ANY CONTENT OR OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR CUSTOMER'S PURPOSES; (C) ANY FORECAST, ESTIMATE, OR SCENARIO WILL OCCUR OR BE REALIZED; OR (D) CUSTOMER'S USE OF THE SERVICES WILL ACHIEVE ANY COMMERCIAL, FINANCIAL, SOURCING, PROCUREMENT, HEDGING, OR OTHER BUSINESS RESULT.

18. Indemnification

18.1 MetalMiner IP Indemnity. MetalMiner shall defend Customer against any third-party claim alleging that the Services, as provided by MetalMiner and used by Customer in accordance with these Terms, infringe such third party's United States intellectual property rights, and MetalMiner shall pay amounts finally awarded against Customer by a court of competent jurisdiction or included in a settlement approved by MetalMiner.

18.2 Exclusions. MetalMiner shall have no liability under Section 18.1 to the extent the claim arises from: (a) Customer Data; (b) modifications not made by MetalMiner; (c) use of the Services in combination with products, data, services, or materials not supplied or approved by MetalMiner; (d) use of the Services outside the scope of these Terms, the applicable Order Form, or the Documentation; or (e) Customer's continued use of allegedly infringing Services after MetalMiner has provided a non-infringing replacement, modification, or termination right.

18.3 MetalMiner Remedies. If a claim under Section 18.1 appears likely, MetalMiner may, at its option: (a) procure for Customer the right to continue using the affected Services; (b) modify or replace the affected Services to make them non-infringing; or (c) terminate the affected Services and refund the prepaid, unused fees allocable to the terminated portion.

18.4 Customer Indemnity. Customer shall defend, indemnify, and hold harmless MetalMiner, its Affiliates, licensors, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, demand, suit, action, loss, liability, damage, judgment, settlement, cost, or expense, including reasonable attorneys' fees, arising out of or relating to: (a) Customer Data; (b) Customer's or its users' access to or use of the Services, Content, or Output in breach of these Terms; (c) Customer's violation of applicable law or third-party rights; (d) Customer's use of the Services, Content, or Output to train, ground, validate, improve, or support any AI, machine learning, or derived commercial dataset; (e) Customer's use of the Services, Content, or Output to create or support a competing product or service; (f) any representation, warranty, or commitment made by Customer to a third party regarding the Services, Content, or Output that exceeds or conflicts with these Terms; (g) any third-party claim arising from Customer's downstream use, redistribution, or surfacing of Output through Customer's own systems, platforms, agents, or applications; or (h) any claim arising from Customer's reliance on or use of Output without human review in violation of Section 5.13.

18.5 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim, provide reasonable cooperation at the indemnifying party's expense, and permit the indemnifying party to control the defense and settlement of the claim; provided, however, that the indemnifying party may not settle any claim in a manner that admits fault of, imposes non-monetary obligations on, or does not fully release the indemnified party without the indemnified party's prior written consent.

19. Limitation of Liability

19.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL METALMINER OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, METALMINER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO METALMINER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 Customer Liability Not Limited. The exclusions and limitations in this Section 19 shall not limit Customer's liability for: (a) unpaid fees; (b) breach of Section 5 or Section 6; (c) infringement or misappropriation of MetalMiner's intellectual property; (d) unauthorized disclosure or misuse of MetalMiner Confidential Information; (e) Customer's indemnification obligations; or (f) fraud, gross negligence, or willful misconduct.

19.4 Non-Excludable Liability. Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law.

19.5 Injunctive Relief for Use Restriction Violations. Customer acknowledges and agrees that any breach or threatened breach of Sections 5.2, 5.3, 5.4, 5.5, 5.6, or 5.7 would cause MetalMiner irreparable harm for which monetary damages would be inadequate. Accordingly, MetalMiner shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach, without the requirement of posting a bond or other security, in addition to any other remedies available at law or in equity.

20. Compliance with Laws; Export Controls

20.1 Compliance. Each party shall comply with applicable laws in performing its obligations and exercising its rights under these Terms.

20.2 Export and Sanctions. Customer shall not access, use, export, re-export, or otherwise transfer the Services or related materials in violation of applicable export control laws or sanctions laws.

20.3 Restricted Parties. Customer represents and warrants that neither Customer nor any of its users is located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions applicable to the Services, and that Customer and its users are not included on any government-maintained list of prohibited or restricted parties applicable to the Services.

21. Publicity

Unless otherwise stated in the applicable Order Form, MetalMiner may identify Customer's name and logo in MetalMiner's customer lists and marketing materials solely to indicate that Customer is a customer of MetalMiner. Customer may opt out of the foregoing by providing written notice to MetalMiner.

22. Miscellaneous

22.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

22.2 Venue. The state and federal courts located in Delaware shall have exclusive jurisdiction over any action arising out of or relating to these Terms, and each party irrevocably consents to such jurisdiction and venue.

22.3 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other party.

22.4 Assignment. Customer may not assign or transfer these Terms, whether by operation of law or otherwise, without MetalMiner's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided that: (a) the assignee agrees in writing to be bound by these Terms; and (b) the assignee is not a Competitor (as defined below). MetalMiner may terminate these Terms immediately upon written notice if Customer undergoes a Change of Control (as defined below) and the acquiring, surviving, or controlling entity is a Competitor. For purposes of this Section: "Change of Control" means a merger, acquisition, sale of substantially all assets, or any transaction resulting in a change in the identity of the person or entity that controls Customer; and "Competitor" means any entity that offers, develops, or operates any metals, minerals, commodities pricing, forecast, market intelligence, analytics, or data product or service that competes with or is substantially similar to MetalMiner's products or services. Any prohibited assignment is void. MetalMiner may assign these Terms without Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of MetalMiner's assets.

22.5 Subcontractors. MetalMiner may use subcontractors and service providers in connection with the provision of the Services, provided MetalMiner remains responsible for their performance to the same extent as if performed by MetalMiner.

22.6 Force Majeure. Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, labor disputes, acts of government, war, terrorism, civil unrest, failures of internet service providers, or denial-of-service attacks; provided, however, that this Section does not excuse Customer's payment obligations.

22.7 Notices. Any notice required or permitted under these Terms must be in writing and will be deemed given when received if delivered by recognized overnight courier, certified mail, or email to the notice addresses set forth in the applicable Order Form.

22.8 No Waiver. No waiver of any breach of these Terms shall be deemed a waiver of any other breach, and no waiver shall be effective unless in writing and signed by the waiving party.

22.9 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be interpreted to the maximum extent permitted to effect the original intent of the parties.

22.10 Entire Agreement. These Terms, together with each applicable Order Form and any exhibits or schedules expressly incorporated therein, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous proposals, discussions, negotiations, representations, and agreements, whether oral or written, relating to such subject matter.

22.11 Amendments. No amendment, modification, or waiver of these Terms shall be effective unless in writing and signed by authorized representatives of both parties.

22.12 No Purchase Order Terms. Any terms or conditions contained in any purchase order, vendor portal, procurement system entry, or similar document issued by Customer that are inconsistent with or in addition to these Terms are void and of no force or effect unless expressly accepted by MetalMiner in a signed writing.

22.13 Counterparts; Electronic Signatures. Order Forms and amendments may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

Questions about these Terms? Contact support@metalminer.com.

Enterprise Terms and Conditions · MetalMiner