Defined terms are used in these Terms for clarity and convenience. In addition to the terms defined herein, the terms below have the following meanings:
- “Contents” means all information, publications, texts, images, videos, features, functions, programs, services, and other materials available on or through the Website.
- “Personal Data” means all information that you provide to Umicore in connection with your use of the Website and that identifies, or may be used to identify, you personally, including, without limitation, your name, postal address, e-mail address, and telephone number.
- “Umicore” means UMICORE, NV/SA, a Belgian company having its registered office at Broekstraat 31/Rue du Marais, B-1000 Brussels, Belgium, enterprise number 0401.574.852, RPR/RPM Brussels, including its affiliates and subsidiaries.
2. Acceptance of Terms
These Terms are entered into between you and Umicore and govern your use of the Website. Please read these Terms carefully before using the Website. By using the Website, you accept and agree to be bound by these Terms. If you do not accept or agree to be bound by these Terms, then you may not use the Website.
3. Revision of Terms
Umicore may revise these Terms at any time in Umicore’s sole discretion. Such revisions will be effective immediately when posted and apply to all use of the Website thereafter. Your continued use of the Website following the posting of any revised Terms means that you accept and agree to be bound by such Terms. You are expected to review these Terms periodically and inform yourself of any revisions.
4. Access to Website
Umicore may discontinue or amend the Website at any time in Umicore’s sole discretion. Umicore may also withdraw, suspend, or restrict your access to all or parts of the Website at any time in Umicore’s sole discretion, with or without notice. Umicore shall not be liable if, for any reason, the Website is discontinued or amended or your access to the Website is withdrawn, suspended, or restricted.
The Website is intended solely for users who are 13 years of age or older. It is a violation of these Terms for anyone under 13 years of age to use the Website. By using the Website, you represent and warrant to Umicore that you are 13 years of age or older.
5. Personal Data
6. Account Security
If you choose or are provided with a username, password, or other log-in information in connection with your use of the Website, then you must treat such information as confidential and not disclose it to any other person or entity. You will be responsible for maintaining the confidentiality of your log-in information and for any and all actions taken using such information. You must notify Umicore immediately of any unauthorized use of your log-in information. Such notifications must be sent to Umicore Legal at email@example.com.
7. Intellectual Property
The Website and the Contents are owned by Umicore and its licensors and are protected by certain patent, copyright, trademark, and trade-secret laws. Using the Website or the Contents in breach of these Terms may result in a violation of such laws. No right, title, or interest in or to the Website or the Contents is transferred to or acquired by you as a result of your use of the Website or the Contents.
You may not copy, reproduce, distribute, modify, create derivative works of, display, perform, republish, download, store, or transmit any part of the Website or the Contents without the prior written consent of Umicore, except as follows:
- your computer and other electronic devices may temporarily store copies of the Website and the Contents in RAM incidental to your use of the Website and the Contents;
- you may store files that are automatically cached by your internet browser to enhance the display of the Website and the Contents;
- you may download and print one copy of the Website and the Contents for your own personal use and not for further reproduction, publication, or distribution;
- you may download applications from the Website to your computer and other electronic devices for your own personal use, provided you accept and agree to be bound by the applicable enduse license agreements; and
- you may enable your computer and other electronic devices to interact with social media features provided on the Website.
If you make a copy of the Website or the Contents, then you may not subsequently modify that copy or delete or alter any copyright, trademark, or other proprietary rights notice from that copy. If you use, copy, or modify the Website or the Contents in breach of these Terms, then: (i) your right to use the Website and the Contents will cease immediately; (ii) you must, at Umicore’s option, return or destroy any copies of the Website or the Contents that you have made; and (iii) you may be subject to civil and criminal penalties. If you wish to use the Website or the Contents other than as set forth in this Section, please contact Group Communications at firstname.lastname@example.org.
8. Trademarks and Service Marks
The Umicore name, the Umicore logo, and all related names, logos, and designs on the Website are among the trademarks and service marks owned by Umicore. You may not use such marks without the prior written consent of Umicore. If you wish to obtain such consent, please contact Umicore Legal at email@example.com. All other trademarks and service marks on the Website are the property of their respective owner and may not be used without the prior written consent of such owner.
All copyrighted and copyrightable materials on the Website, including, without limitation, the Contents, are copyrighted, ALL RIGHTS RESERVED, by Umicore or its licensors. Except as set forth in these Terms, you may not copy, reproduce, distribute, modify, create derivative works of, display, perform, republish, download, store, or transmit such materials without the prior written consent of Umicore or its licensors. If you wish to obtain such consent, please contact Group Communications at firstname.lastname@example.org.
Umicore respects the intellectual property of others. If you believe that the Website or the Contents infringe on your or a third party’s intellectual property rights, then please notify Umicore Legal at email@example.com. It is the policy of Umicore to discontinue the accounts of users who repeatedly post infringing material.
Umicore has also registered an agent with the U.S. Copyright Office for the purpose of receiving such notifications under the Digital Millennium Copyright Act (DMCA). The requirements of proper notification under the DMCA are outlined in 17 U.S.C. § 512(c)(3). Umicore’s registered agent may be contacted at:
Legal Department3600 Glenwood Ave., Suite 250Raleigh, NC 27612Telephone: 919-874-7173Fax: 919-874-7195E-mail: firstname.lastname@example.org
10. Prohibited Uses
You may only use the Website for lawful purposes and in accordance with these Terms. You may not use the Website:
a. in any way that violates applicable laws, rules, or regulations;
b. to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set forth herein;
c. to transmit or cause to be transmitted any advertising or promotional material, including junk mail, spam, or similar solicitation;
d. to impersonate or attempt to impersonate Umicore, a Umicore employee, or any other person or entity; or
e. in any way that restricts or interferes with another party’s use or enjoyment of the Website or that, in Umicore’s sole discretion, may harm Umicore, the Website, or users of the Website.
You also agree not to:
f. use any robot, spider, or other automatic device, software, or means to access, use, or copy the Website or the Contents;
g. introduce any malicious software, including, without limitation, viruses, Trojan horses, worms, logic bombs, to Umicore, the Website, or users of the Website;
h. gain or attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Website, the Contents, the server on which the Website is hosted, or any server, computer, or database connected to the Website; or
i. attack the Website with a direct or distributed denial-of-service (“DoS”) attack.
11. User Contributions
The Website may contain message boards and other interactive features, which allow users of the Website to post, publish, or transmit content or materials on or through the Website (collectively, “User Contributions”). All User Contributions must comply with the content standards set forth herein and will be considered non-confidential and non-proprietary. By providing User Contributions, you grant to Umicore and its successors and assigns, a non-exclusive, world-wide, royalty-free, sub-licensable license to use, copy, reproduce, distribute, modify, display, perform, republish, download, store, and transmit to third parties such User Contributions for any lawful purpose. By providing User Contributions, you also represent and warrant to Umicore that: (i) you own or control all rights in and to such User Contributions and have the right to grant the foregoing license; and (ii) all such User Contributions comply with these Terms.
You are responsible for User Contributions that you provide, including the legality, reliability, accuracy, and appropriateness of any such User Contributions. Umicore is not responsible or liable to any third party for the content of any User Contributions. Umicore cannot review all User Contributions before they are posted on the Website. Therefore, Umicore assumes no responsibility for any action or inaction regarding User Contributions.
12. Content Standards
User Contributions must comply with these Terms and all applicable laws, rules, and regulations. Without limiting the foregoing, User Contributions may not:
- contain any material that is defamatory, obscene, pornographic, indecent, profane, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- promote violence, harassment, or discrimination based on any grounds, including, without limitation, sex, race, gender, ethnic or social origin, religion or belief, political or any other opinion, age, or sexual orientation;
- infringe any patent, trademark, copyright, or other intellectual property right;
- promote any illegal activity;
- involve contests, sweepstakes, or other promotions; or
- give the impression that they emanate from or are endorsed by Umicore.
13. Monitoring and Enforcement
Umicore may, at any time, in its sole discretion, and with or without notice:
- remove or refuse to post any User Contributions;
- take any action with respect to any User Contributions that Umicore deems necessary or appropriate, including, without limitation, referral to law enforcement authorities; and
- disclose your identity and certain Personal Data to any: (i) third party who claims that your User Contributions violate their legal rights; (ii) law enforcement authority that requests such information in connection with your User Contributions; or (iii) third party pursuant to a court order.
You hereby waive and hold Umicore harmless from any claims related to such removal, refusal, action, and disclosure.
You may link to the Website only if you do so in a way that:
- complies with these Terms;
- does not interfere with, damage, or disrupt the Website;
- does not portray Umicore or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner; and
- does not suggest any association with, approval of, or endorsement by Umicore without its prior written consent.
The Website may also contain links to third-party sites. These links are provided for your convenience only and their inclusion does not imply any association with, approval of, or endorsement by Umicore, except as specifically stated. Umicore has no control over such sites and makes no representations or warranties about the functionality or contents of such sites. You use any such sites at your own risk and Umicore is not responsible for any loss or damage that may arise from your use of such sites. Please be aware that when you leave the Website, these Terms no longer apply and you should review the terms and conditions applicable to the linked third-party site.
15. Reliance on Contents
The Contents are provided for general information purposes only. Umicore does not represent or warrant the accuracy, completeness, or usefulness of the Contents. Any reliance you place on the Contents is strictly at your own risk. Umicore disclaims all liability arising from any reliance placed on the Contents by you or anyone who may be informed of their content.
The Website may contain Contents provided by third-parties, including licensors, syndicators, aggregators, and reporting services. All statements provided in such Contents, other than those provided by Umicore, are solely the statements of the party providing them. Such statements do not necessarily reflect the opinion or position of Umicore. Umicore is not responsible for the content or accuracy of any Contents provided by third-parties.
16. Stock and Precious Metal Prices
The Website may contain information regarding stock and precious metal prices. Such information:
- is provided for general information purposes only;
- may not be provided in real-time;
- is intended solely for experienced investors and professional participants of the precious metals markets who have substantial experience with and knowledge regarding the purchase, sale, and lease of precious metals, including the risks related thereto;
- is not and should not be construed as an offer to sell, or a solicitation of an offer to purchase or subscribe to, any investment; and
- is based on information that Umicore has obtained from sources that it believes to be reliable, but Umicore has not independently verified.
Umicore makes no representations or warranties regarding the accuracy or completeness of such information. Nor does Umicore make any representations or predictions about: (i) the future value of any stock or precious metal referenced in such information: (ii) investors’, buyers’, or lessors’ ability to earn a profit on any stock or precious metal; (iii) or investors’, buyers’, or lessors’ ability to liquidate any stock or precious metal.
If you are interested in investing in Umicore, please visit www.umicore.com/investors or contact Investor Relations at email@example.com. If you are interesting in buying, selling, or leasing precious metal, please visit pmm.umicore.com and contact the applicable Umicore representative identified on that page.
17. Forward-Looking Statements
Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.
These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
18. Disclaimer of Warranties
Umicore does not represent, warrant, or guarantee that any file available for download from the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for virus, data, and privacy protection. You are also responsible for maintaining a means, other than the Website, to reconstruct any lost data. You also acknowledge that, in general, the transmission of information over the internet is never completely secure, private, or confidential. Therefore, you agree that any information that is sent to or received by the Website may be intercepted, decrypted, consulted, and used by third parties, even if the exchange of such information is encrypted.
Umicore shall not be liable for any loss or damage caused by a virus, DoS attack, or other technologically harmful material that may infect your computer, device, programs, software, or data due to your use of the Website or any website linked to the Website. Your use of the Website and the Contents is at your own risk. The Website and the Contents are provided “AS IS” and “AS AVAILABLE,” without any representations or warranties. Umicore hereby disclaims all representations and warranties of any kind, whether express or implied, related to the Website and the Contents, including, without limitation, the implied warranties of merchantability, non-infringement, and fitness for a particular purpose.
Neither Umicore nor anyone associated with Umicore represents or warrants that: (i) the Website or the Contents will be accurate, complete, useful, reliable, error-free, or interrupted; (ii) any defects on the Website will be corrected; or (iii) the server that hosts the Website will be available or free from viruses or other harmful components.
19. Limitation of Liability
Neither Umicore nor any of its shareholders, directors, officers, employees, agents, successors, assigns, licensors, insurers, or service providers shall be liable for any damages of any kind, under any legal theory, arising out of or in connection with your use or inability to use the Website, the Contents, or any website linked to the Website. Umicore hereby disclaims all direct, indirect, special, incidental, consequential, and punitive damages, including, without limitation, loss of use, loss of goodwill, loss of data, caused by your use or inability to use the Website, the Contents, or any website liked to the Website, even if such damages were foreseeable. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
You shall indemnify, defend, and hold Umicore, including its shareholders, directors, officers, employees, agents, successors, assigns, licensors, insurers, and services providers, harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to your violation of these Terms or use of the Website, including, without limitation, your User Contributions and use of the Contents.
21. Governing Law, Jurisdiction, and Venue
These Terms are governed by the laws of Belgium. Any conflict, controversy, or dispute regarding the Website, the Contents, or these Terms must be resolved in accordance with such laws and exclusively in a court of competent jurisdiction located in Brussels, Belgium. You hereby consent, irrevocably and unconditionally, to the jurisdiction and venue of such courts.
22. Waiver and Severability
If any provision of these Terms is deemed by a court of competent jurisdiction to be invalid or unenforceable, then it will be severed from these Terms and the legality, validity, and enforceability of the remaining provisions will not be affected thereby. Any delay or failure to enforce any provision of these Terms will not constitute a waiver thereof or of any other provision.
23. Entire Agreement
These Terms constitute the entire agreement between you and Umicore regarding the Website and the Contents and supersedes all prior agreements and understandings, whether oral or written, with respect thereto.
24. About Umicore
Umicore is a global materials technology and recycling group. It is headquartered in Brussels, Belgium, and its securities are listed on the Euronext Brussels Exchange (EBR: UMI). The Belgian Financial Services and Markets Authority (FSMA) is responsible for supervising the financial markets and listed companies on the Euronext Brussels Exchange. The FSMA can be contacted through its website at www.fsma.be. The corporate entity UMICORE, NV/SA, is also registered with the Crossroads Bank of Enterprises under number 0401.574.852. For further information, please contact Investor Relations at firstname.lastname@example.org.
These Terms are effective as of June 1, 2016.