Metalmetre Subscription and Sales Agreement (London Metal Exchange)

Article 1 — Subject of Contract

Under this Agreement, METALMETRE undertakes to provide the SUBSCRIBER with data received from the London Metal Exchange (LME) and other financial markets, enabling real-time or delayed monitoring via the internet. The SUBSCRIBER undertakes to comply with all obligations imposed upon it under this Agreement. Both parties commit to the terms and conditions set forth herein.

Article 2 — Definitions and Descriptions

2.1) SUBSCRIBER: Refers to the person or entity that accesses and uses the data provided by METALMETRE solely for internal use by its own personnel. Staff members and/or institutions served on behalf of clients are also covered as SUBSCRIBERS within the scope of this Agreement.

2.2) AUTHORIZED USER: An individual who is permitted to access information through the SUBSCRIBER’s account, identifiable by a unique user code and password. This also includes personnel of non-SUBSCRIBER entities who are granted access through the SUBSCRIBER’s authorized channels.

2.3) DATA: Refers to market data described, defined, and provided by the London Metal Exchange and other financial markets.

2.4) INTELLECTUAL PROPERTY RIGHTS: Refers to all forms of intellectual property, whether registered or unregistered, including patents, trademarks, service marks, copyrights, database rights, topography rights, design rights, technical knowledge (know-how), trade secrets, and all related applications and registrations, as well as any other rights of a similar nature recognized under applicable law anywhere in the world.

2.5) CONTINUOUS DATA CARRIER: Refers to any information medium that allows the SUBSCRIBER to receive, store, and review data sent to them personally for a reasonable period, for the purposes set out in this Agreement.

2.6) CONSUMER SUBSCRIBER: A natural or legal person who uses or acquires the product/service subject to this Agreement for non-commercial, personal, or professional purposes not related to resale or redistribution.

Article 3 — General Conditions of Contract

3.1) METALMETRE, provided the SUBSCRIBER has supplied the necessary physical conditions, will complete the contracted installation and commence user training no later than one week after the effective date of this Agreement.

3.2) METALMETRE will deliver services in accordance with applicable international norms and standards. However, METALMETRE’s data transmission obligations are subject to the following limitations:

3.2.1) METALMETRE may temporarily suspend the publication of data without prior notice in cases of force majeure or other mandatory circumstances.

3.2.2) Subject to prior notification to the SUBSCRIBER, METALMETRE may make changes to its hardware and communication systems, and may add, remove, or modify additional services within the platform, in whole or in part. The SUBSCRIBER acknowledges and accepts that no claims for compensation or contract termination shall arise as a result of such changes.

3.2.3) METALMETRE shall not be held liable for disruptions, interruptions, or data corruption arising from causes not attributable to METALMETRE.

3.3) METALMETRE shall not be held responsible for any inaccurate, incomplete, or misleading technical data transmitted to the SUBSCRIBER and shall not be liable for any damages that may arise therefrom, including damages to third parties.

3.4) METALMETRE retains all intellectual property rights in the hardware, software, programs, databases, and derivative works used in providing the service. The SUBSCRIBER may not, by any means or through any medium, supply, publish, distribute, disseminate, or otherwise make accessible to third parties any data or database received in electronic or printed form.

3.5) The SUBSCRIBER is permitted to use the distributed data solely for limited internal purposes. The SUBSCRIBER may not redistribute the data, use it to create derived data products, or exploit it for any commercial purpose.

3.6) METALMETRE reserves the right to inspect and audit, at any time, whether the SUBSCRIBER’s use of the transmitted data complies with the terms and conditions of this Agreement.

3.7) METALMETRE provides a 15-day free trial period. The SUBSCRIBER acknowledges that submitting multiple free trial applications or making repetitive free trial requests constitutes misuse of the platform and will result in the applicable subscription fee becoming due and payable.

3.8) The SUBSCRIBER accepts full responsibility for all records created through use of METALMETRE’s services. Any damage to the SUBSCRIBER’s computer systems, loss of data, or other losses arising from use of the service are solely the SUBSCRIBER’s responsibility. METALMETRE shall not be held liable under any claim or title in connection with such losses.

3.9) The information, comments, and recommendations contained within the web service do not constitute investment advisory services. The SUBSCRIBER accepts, declares, and agrees in advance not to make any claims for rights, damages, or compensation based on such information. Investment advisory services are provided solely within the framework of investment consultancy agreements concluded between customers and duly authorized institutions, in accordance with Capital Markets Board Communiqué Series V, No. 52. The results, calculation methods, and comments presented herein are general in nature and may not be suitable for any specific individual’s risk tolerance, return expectations, or financial situation. Investment decisions made solely on the basis of such information may not yield optimal results.

3.10) CONSUMER SUBSCRIBERs may submit complaints and applications to the consumer arbitration tribunal or consumer court of their domicile, within the monetary limits set annually by the relevant Ministry.

Article 4 — Fee and Charges

4.1) The fee stated on the order form shall be paid in cash by the SUBSCRIBER, at the TR Central Bank selling exchange rate, no later than 7 days from the invoice date.

4.2) In the event of contract renewal in Turkish Lira, the contract price shall be increased by the Istanbul Chamber of Commerce (ITO/ICC) Consumer Price Index (CPI) applicable at the date of renewal.

4.3) Taxes and charges arising from VAT (KDV) and stamp duty legislation enacted after the signing of this Agreement are not included in the contract price. Price and tax increases imposed by the London Metal Exchange (LME) shall be passed on to and borne by the SUBSCRIBER separately.

Article 5 — Term of Period and Termination

5.1) This Agreement shall remain in force for one year from the effective date (or for a shorter period if specified in the order form). Unless one party notifies the other in writing at least one month before the expiry date, the Agreement shall automatically renew for successive one-year periods under the same conditions, except with respect to the applicable fee.

5.2) In the event of any breach of this Agreement by the SUBSCRIBER, including failure to pay the subscription fee, METALMETRE shall have the right to terminate the Agreement unilaterally. In such case, the SUBSCRIBER shall remain obligated to pay the full subscription fee and shall not be entitled to any rights or compensation from METALMETRE. METALMETRE may additionally seek compensation for any damages incurred as a result of such breach.

5.3) If the SUBSCRIBER submits incorrect, false, incomplete, or misleading information under this Agreement, METALMETRE may terminate the Agreement immediately and unilaterally, without prior notice or warning.

5.4) Upon termination of this Agreement for any reason, all equipment, hardware, and software materials provided to the SUBSCRIBER shall be returned to METALMETRE within 3 business days. If the SUBSCRIBER does not object to the value assessed by METALMETRE in foreign currency on the date of termination, payment shall be made in full, in a single lump sum.

5.5) The SUBSCRIBER may not display or make use of the www.metalmetre.com platform in any manner for the benefit of METALMETRE’s competitors. Any breach of this obligation shall render the SUBSCRIBER liable for all resulting losses and damages.

5.6) SUBSCRIBER AS THE CONSUMER may terminate the subscription at any time by providing written notice to METALMETRE. METALMETRE shall process the termination within 3 days of receiving the written request and shall notify the SUBSCRIBER accordingly. The SUBSCRIBER shall remain liable for any outstanding subscription fees or debts accrued up to the termination date.

Article 6 — Default

In the event of a default on any payment obligation arising under this Agreement, including the subscription fee, the defaulting party shall be subject to a monthly default interest rate of 2% on the outstanding amount in Turkish Lira, calculated from the date of default, without the need for any prior notice or warning.

Article 7 — Guarantees

7.1) In the event of disruptions attributable to METALMETRE’s own defects or faults, METALMETRE guarantees to resolve and correct such disruptions as soon as possible.

7.2) Disruptions arising from force majeure events, or from the SUBSCRIBER’s breach of the terms of this Agreement, shall not be covered under this warranty.

Article 8 — Miscellaneous Provisions

8.1) This Agreement shall enter into force upon signature by duly authorized representatives of both parties.

8.2) This Agreement may be amended by written addenda, provided that such amendments do not conflict with the registered terms of the Agreement.

8.3) All notifications between the parties shall be made in writing. The addresses of the parties are as indicated in this Agreement. Notifications sent to these addresses shall be deemed valid and legally effective unless otherwise notified in writing.

8.4) The SUBSCRIBER accepts and acknowledges that the persons signing this Agreement on its behalf are duly authorized to do so.

8.5) The failure of either party to exercise any right arising under this Agreement shall not constitute a waiver of that right.

8.6) This Agreement, and all rights and obligations arising therefrom, shall be non-transferable and non-assignable by either party without the prior written consent of the other.

8.7) Both parties agree to treat all information obtained in connection with this Agreement as a trade secret. Each party undertakes not to disclose such information publicly or to any third party without the prior written consent of the other party.

8.8) In the event of a commercial dispute arising from this Agreement, the books, records, and documents of METALMETRE shall constitute conclusive evidence in accordance with Article 193 of the Code of Civil Procedure (HMK).

8.9) This Agreement shall be governed by the laws of the Republic of Turkey. Istanbul courts and enforcement authorities shall have exclusive jurisdiction over any disputes arising hereunder. This Agreement has been executed in both English and Turkish. In the event of a dispute, the Turkish text shall prevail.

Article 9 — Website Usage Notices

9.1) During your visit to Metalmetre.com, your IP address and other data that can be collected through your computer are recorded by Metalmetre.com.

9.2) Metalmetre.com reserves the right to block the IP addresses of members where it deems necessary.

9.3) Content, images, comments, and posts shared in the comments section of Metalmetre.com are shared voluntarily by users. The user who created such content shall be solely responsible for any legal issues arising therefrom.

Article 10 — LME Data and Compliance Requirements

10.1) RECOGNITION OF LME INTELLECTUAL PROPERTY RIGHTS: The SUBSCRIBER acknowledges and agrees that the London Metal Exchange (LME) and its licensors retain all intellectual property rights in the DATA provided through this Agreement. Nothing in this Agreement shall be construed as granting the SUBSCRIBER any ownership rights or interests in such DATA. The SUBSCRIBER shall use the DATA solely as permitted under this Agreement and shall not take any action that would prejudice or infringe upon the intellectual property rights of the LME or its licensors.

10.2) PROVISION OF INFORMATION FOR COMPLIANCE AND AUDIT PURPOSES: The SUBSCRIBER agrees to provide, upon reasonable written request by METALMETRE or the LME, all information necessary for auditing or compliance purposes, including but not limited to information regarding the SUBSCRIBER’s use of the DATA, the number of authorized users, the systems used to access or display the DATA, and any redistribution or derived usage thereof. Such information shall be provided within a reasonable timeframe as specified in the written request.

10.3) RIGHT OF AUDIT: The SUBSCRIBER acknowledges and accepts that the LME, METALMETRE, or their duly appointed representatives shall have the right to conduct audits of the SUBSCRIBER’s systems, records, and usage practices for the purpose of verifying compliance with the terms of this Agreement and applicable LME data distribution requirements. The SUBSCRIBER undertakes to cooperate fully with any such audit and to grant reasonable access to relevant records and systems upon reasonable prior notice.

10.4) RESTRICTION ON USE OF TRADEMARKS: The SUBSCRIBER shall not use any trademarks, trade names, logos, service marks, or other brand identifiers belonging to the LME or its affiliates, or to METALMETRE, without the prior written consent of the respective rights holder. Any unauthorized use of such marks shall constitute a material breach of this Agreement and may result in immediate termination of this Agreement, as well as legal action by the relevant rights holder.

10.5) INDIVIDUAL ACCESS AND ACCOUNT SECURITY: In compliance with LME data licensing regulations, all user access credentials must be strictly personal and non-transferable. Each AUTHORIZED USER must have their own unique login ID and password. Sharing access credentials — including usernames and/or passwords — between multiple individuals or departments is strictly prohibited and may result in immediate suspension of access and termination of this Agreement. If additional personnel require access to LME data, the SUBSCRIBER must contact METALMETRE to arrange individual accounts for each user.