1. CLICK "I AGREE" By using the MSA SCRAPSITE Web Site, you agree to the provisions contained in these Terms of Use, which govern your use of MSA SCRAPSITE's services. To become an "Associate", you are initially required to enter your password and click the "I Agree" button, acknowledging your agreement with these Terms of Use and enabling you to proceed with the registration. If you do not accept these Terms of Use, you are not authorized to use the MSA SCRAPSITE Web Site. MSA SCRAPSITE is built on trust. Your agreement with these Terms of Use helps promote that trust among all users of the MSA SCRAPSITE Web Site, keeping it a safe electronic marketplace. We recommend that you print a copy of these Terms of Use for your records, and please note that these Terms of Use are copyrighted. If you have any questions about these Terms of Use, please call us at 877-544-4458 or contact info@scrapsite.net.

2. TYPES OF USERS The MSA SCRAPSITE Web Site acts as a venue for users to exchange news and information, to purchase products and services, to participate in auctions and other sales transactions and to establish an electronic marketplace for the scrap metals industry. There are different types of users of MSA SCRAPSITE: (1) "Visitors" are able to review headlines to news and explore all of the news and content and general information about MSA SCRAPSITE. (2) "Associates" are Visitors who are provided with "My MSA SCRAPSITE", a personalized In-box. To become an Associate, you may: (i) register as an Associate by filling out an on-line application, by selecting an ID and a password and then reviewing and agreement to the terms of this Agreement; or (ii) register as a Buyer as detailed below. (3) "Buyers" are users that, after agreeing to the MSA SCRAPSITE Web Site Buyer's Agreement, being approved by MSA SCRAPSITE and becoming authorized by one or more Sellers, are provided with "My MSA SCRAPSITE", a personalized In-box and are also allowed to place orders for products and services for sale on the MSA SCRAPSITE Web Site. To become a Buyer, you must register as a Buyer by filling out a more detailed on-line application, including a credit report which is sent to Sellers chosen by you for which you want to become an authorized Buyer, agree to these Terms of Use as an Associate, and also review and agree to the MSA SCRAPSITE Web Site Buyer's Agreement. (4) "Sellers" are permitted to offer products and services according to the terms and conditions of the Seller's Web Site Agreement and are provided with certain information as described in that agreement. Sellers "authorize" Buyers to become their "authorized" Buyers, permitting such Buyers to submit orders and bids for their products and services. If you choose not to register as an Associate or Buyer and remain only a Visitor, you can still access certain information on the MSA SCRAPSITE Web Site, and your use is your automatic agreement to the applicable provisions in these Terms of Use.

3. UPDATES TO THESE TERMS OF USE we may amend these Terms of Use at any time by posting the amended Terms of Use on the MSA SCRAPSITE Web Site. If you are an Associate or a Buyer, we will also e-mail you a notice of the amended Terms of Use. The amended Terms of Use will be effective on the date indicated in the notice. We may also add, delete or modify some or all of our services at any time. You may only amend these Terms of Use with a writing signed by both of us.

4. SYSTEM INTEGRITY You may not use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the proper working of the MSA SCRAPSITE Web Site or any auction or purchase being conducted on our site or to surreptitiously intercept or expropriate any system, data or personal information from the MSA SCRAPSITE Web Site. You may not take any action, which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques.

5. INFORMATION POSTED ON MSA SCRAPSITE Except for transactional information which is maintained as private in accordance with our Privacy Policy, a copy of which is posted (and updated from time to time) on the MSA SCRAPSITE Web Site, information posted to the Visitor viewable areas of the MSA SCRAPSITE Web Site is public. You are solely responsible for information which you post on the MSA SCRAPSITE Web Site, including but not limited to any positing or listing in any public message area or through any e-mail feature. By agreeing to these Terms of Use, you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. We do not endorse any information posted or content contained on the MSA SCRAPSITE Web Site and we are not liable for any information posted on the MSA SCRAPSITE Web Site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on the MSA SCRAPSITE Web Site which we believe is appropriate in our sole discretion with respect to information posted on the MSA SCRAPSITE Web Site, including but not limited to termination of your rights of use. However, we cannot, nor do we, control the information provided by users or content providers, which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled.

6. LINKS The MSA SCRAPSITE Web Site may contain links to third-party web sites not under the control or operation of MSA SCRAPSITE. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site. Unless you have a written agreement in effect with us which states otherwise, you may only provide a hypertext link to the MSA SCRAPSITE Web Site on another web site, if you comply with all of the following: (a) the link must be a text-only link clearly marked "MSA SCRAPSITE" or "www.scrapsite.net"; (b) the link must "point" to the URL "http://www.scrapsite.net" and not to other pages within the MSA SCRAPSITE Web Site; (c) the link, when activated by a user, must display the MSA SCRAPSITE Web Site full-screen and not within a "frame" on the linking web site; and (d) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with our name and trademarks or create the false appearance we are associated with or sponsor the linking web site. We reserve the right to revoke our consent to any link at any time in our sole discretion.

7. THIRD PARTY CONTENT The MSA SCRAPSITE Web Site may contain or link to news and information published by various third party providers. The terms and conditions of the respective third parties are either posted on the MSA SCRAPSITE Web Site or we provide a link to the terms and conditions, and the terms and conditions may be updated from time to time. We recommend that you review these terms and conditions. If at any time you are not in compliance with these terms and conditions, we have the right to terminate your rights of use and your access to the MSA SCRAPSITE Web Site.

8. COMPLIANCE WITH LAWS You must comply with all applicable laws, statutes, ordinances and regulations regarding your use of the MSA SCRAPSITE Web Site, or your ordering of, bidding on or purchase of products and services, if applicable, and posting and retrieval of information (including without limitation those governing antitrust, unfair competition, false advertising, tax and export control). You are responsible for paying all applicable fees and taxes you incur in connection with access of our servers. You acknowledge that we have an express policy of complying with the antitrust laws and that the operation of the MSA SCRAPSITE Web Site is not intended to facilitate collusion or other illegal agreements among competitors. TO FURTHER THAT END, YOU REPRESENT AND WARRANT TO US THAT YOU DO NOT INTEND TO USE THE MSA SCRAPSITE WEB SITE TO VIOLATE THE ANTITRUST LAWS AND WILL NOT KNOWINGLY ACT AS A CONDUIT OR INTERMEDIARY FOR PRICE-FIXING OR ANY OTHER ANTI-COMPETITIVE AGREEMENT AMONG COMPETITORS.

9. TERMINATION We may immediately terminate any or all of your rights of use and/or any of your current bids or orders, if applicable, if you breach any of these Terms of Use, or if we are unable to verify or authenticate any information you provide to us. You may terminate your ID and password at any time by contacting us at info@scrapsite.net.

10. PRIVACY Your user ID and password, and Buyer approval code, if applicable, should be maintained as confidential and should not be shared with anyone or distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue the user ID and password and you may do so by contacting us at info@scrapsite.net. It is also your responsibility to request such discontinuation immediately upon your knowledge or belief that such user ID and/or password is or may be subject to a breach of confidentiality. We recommend that you review our Privacy Policy, which is part of these Terms of Use. If at any time you are not in compliance with the policy, we have the right to terminate your rights of use and access to the Scrap Site Web Site. Unfortunately, we cannot insure that all personal information will never be disclosed in ways not otherwise described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement or to third parties upon subpoena. And you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

11. OWNERSHIP The MSA SCRAPSITE Web Site and all intellectual property rights included in or related to the Scrap Site Web Site (including but not limited to copyrights, trademarks and service marks), are owned or licensed by us, and all right, title and interest in the MSA SCRAPSITE Web Site and the intellectual property rights remain our property. You may not, and these Terms of Use do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the MSA SCRAPSITE Web Site. Certain content may be licensed from third parties and all such third party content and all intellectual property rights related to the content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the MSA SCRAPSITE Web Site or its content.

12. OUR RELATIONSHIP The MSA SCRAPSITE Web Site is only a site for electronic marketplace activities, and we do not perform any of the activities for ourselves or on behalf of any Visitor, Associate, Buyer or Seller. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use between you and MSA SCRAPSITE. These Terms of Use are an agreement between you and us and are not intended to be for the benefit of any third party.

13. NOTICES Except as explicitly stated otherwise or required by law, you shall provide any notices to MSA SCRAPSITE by e-mail to info@scrapsite.net. We shall provide any notices to you by e-mail to the e-mail address you provided during your registration as an Associate. E-mail notices will be deemed given within 12 hours of delivery by us.

14. GOVERNING LAW AND JURISDICTION The MSA SCRAPSITE Web Site (excluding linked sites) is operated by us from our offices within the Commonwealth of Pennsylvania, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Pennsylvania, by accessing the MSA SCRAPSITE Web Site, you agree that these Terms of Use and your use of the MSA SCRAPSITE Web Site shall be governed in all respects by the internal substantive laws of the Commonwealth of Pennsylvania, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in the Commonwealth of Pennsylvania, Allegheny County and further agree that any cause of action you may bring arising under your use of the MSA SCRAPSITE Web Site shall be brought by you exclusively in a state or federal court located in the Commonwealth of Pennsylvania, Allegheny County. MSA SCRAPSITE makes no representation that materials on the MSA SCRAPSITE Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

15. NO WARRANTY WE PROVIDE THE MSA SCRAPSITE WEB SITE AND OUR SERVICES "AS IS", WHERE IS, AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SERVICES, AND OPERATION OF THE MSA SCRAPSITE WEB SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. YOU USE THE MSA SCRAPSITE WEB SITE AT YOUR OWN RISK.

16. INDEMNIFICATION You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from your use of the MSA SCRAPSITE Web Site, your breach of any provision of these Terms of Use and/or any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) immediately notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense at our own cost and expense. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise.

17. LIMITATION OF LIABILITY Because we are not and cannot be involved in transactions and communications between users of the MSA SCRAPSITE Web Site, in the event that you have a dispute with one or more users, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the MSA SCRAPSITE Web Site or such disputes. You waive the provisions of any state law limiting or prohibiting a general release. Our contracts with certain of our suppliers provide for scheduled maintenance and preventative, required and emergency maintenance work. We will have no liability, whatsoever, for the unavailability of the MSA SCRAPSITE Web Site caused by our supplier's performance or lack of performance of the maintenance work to keep the MSA SCRAPSITE Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts or any other web host provider or the Internet infrastructure and network external to the MSA SCRAPSITE Web Site. IN NO EVENT SHALL MSA SCRAPSITE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL MSA SCRAPSITE'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED $1,000. The limitations of liability provided in these Terms of Use inure to the benefit of MSA SCRAPSITE, our affiliates and to all of our respective officers, directors, employees, attorneys and agents.

18. OTHER GENERAL PROVISIONS If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use, and all writings and web pages incorporated by reference into these Terms of Use, set forth the entire understanding and agreement between us with respect to the subject matter hereof.

BY CLICKING "I AGREE BELOW" AND ENTERING YOUR PASSWORD AND/OR USING OUR SERVICES AND THE MSA SCRAPSITE WEB SITE, YOU REPRESENT AND WARRANT THAT YOU CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, THAT YOU ARE NOT A CONSUMER USER, THAT YOU HAVE AUTHORITY TO BIND YOURSELF AND ANY ENTITY YOU REPRESENT TO THESE TERMS OF USE AND THAT BY DOING SO YOU ARE NOT BREACHING OR IN CONFLICT WITH ANOTHER AGREEMENT OR OBLIGATION.

BY ENTERING YOUR PASSWORD AND CLICKING "I AGREE", YOU ACKNOWLEDGE YOUR AGREEMENT WITH THE PROVISIONS CONTAINED IN THESE TERMS OF USE.