Legal

Last Revised: March 2022

TERMS OF USE

ATTENTION. Please read these Terms of Use (“Terms”) carefully before using any of GrafTech International Ltd.’s and its subsidiaries’ (collectively, “GrafTech”) websites, web pages, portals and applications (collectively, “Websites”). These Terms apply to all current and future users of the Websites. By accessing the Websites, you acknowledge and agree to be bound by and comply with these Terms and to the terms of our Privacy Policy. If you do not accept these Terms, do not use the Websites. Acceptance of these Terms constitutes a legal agreement between you and GrafTech.

CHANGES TO TERMS. GrafTech may revise these Terms at any time by updating this posting. You should visit this page from time-to-time to review the then-current Terms because they are binding on you. Your use of the Websites after changes are made to the Terms and Privacy Policy means you agree to be bound by the Terms and Privacy Policy of the Websites you visit as such Terms and Privacy Policy exist at that time.

USE OF WEBSITES. Subject to these Terms, GrafTech grants to you a personal, revocable, non-exclusive, non-transferable license to use the Websites to view, print and download (where permitted) the text, graphics, logos, designs, photographs, video, button icons, images, audio clips, digital downloads, data compilations, and software on the Websites (collectively, the “Content”) only for your personal, non-commercial use, provided that you retain all copyright and other propriety notices contained in the original materials on any copies of the Content. Such use shall not be disparaging and/or derogatory of GrafTech. You may not modify the Content on the Websites in any way or reproduce or publicly display, perform or distribute or otherwise use them for any public or commercial purpose. For purposes of these Terms, any use of the Content on any other website or networked computer environment for any purpose is strictly prohibited. Except as specified in these Terms, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any title or ownership of, or exclusive license or other right to any patent, trademark or copyright of GrafTech or any third party. If you breach any of these Terms, your authorization to use the Websites automatically terminates and you must immediately destroy any downloaded copies and/or printed materials.

PROHIBITED USE. You may use the Websites only for lawful purposes and in accordance with these Terms. You agree that you will not: (i) use the Websites in any way that violates any applicable federal, state, local, or international law; (ii) use the Websites to transmit any advertising or promotional material, including any “junk mail,” “chain letter” or “spam” or any other similar solicitation; (iii) use the Websites to impersonate or attempt to impersonate any other person or entity; (iv) use the Websites to corrupt or misuse any data, personal information or user contributions that may be submitted to or accessed through the Websites; (v) use the Websites to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Websites or which, as determined by us, may harm GrafTech or users of the Websites or expose them to liability; (vi) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful and will not attack the Websites via a denial-of-service attack or a distributed denial-of-service attack; (vii) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Websites, the server on which the Websites are stored, or any server, computer or database connected to the Websites; or (viii) otherwise attempt to interfere with the proper working of the Websites. GrafTech reserves the right to terminate your access to the Websites for any reason or no reason whatsoever without prior notice to you, and to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Websites.

LINKS TO OTHER WEBSITES. GrafTech.com may contain links to other websites (“Links”). Links are provided solely as a convenience to you. If you use these Links, you will leave GrafTech.com. GrafTech is not responsible for the content of the other websites or privacy and condition of use practices and policies employed by them. Thus, GrafTech does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to GrafTech.com, you do this entirely at your own risk. Anyone linking to GrafTech.com from another website is subject to the Terms and must comply with all applicable laws.

COPYRIGHT. The Websites, including all Content, is owned or licensed by GrafTech, and is protected by United States and international copyright laws. All software used on the Websites is owned or licensed by GrafTech or their software suppliers, and is protected by United States and international copyright laws. All rights are reserved.

COPYRIGHT COMPLAINTS. GrafTech respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement outlined below.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. If you believe that a work you own and that is protected by copyright has been used or copied in a way that constitutes copyright infringement, please provide GrafTech’s Legal Department the written information specified below. Notifications of any alleged copyright infringement must be sent in accordance with Title 17, U.S.C. Section 512(c). Please note that this procedure is exclusively for notifying GrafTech of your allegation that your copyrighted material has been infringed.

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site, including the Product ID or SKU number, if applicable.
• Your full legal name, address, telephone number, and e-mail address.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

GrafTech’s Legal Department for notice of claims of copyright infringement on its site can be reached as follows: Legal Department, GrafTech International Holdings Inc., 982 Keynote Circle, Brooklyn Heights, OH 44131.

TRADEMARKS. The following are trademarks of GrafTech International Holdings Inc.:

• AGR^™ Graphite Electrode
• AGX^™ Graphite Electrode
• ALX^™ Graphite Electrode
• LFX^™ Graphite Electrode
• Nexus^™ Graphite Electrode
• ArchiTech^® Furnace Productivity System
• GrafTrack^® Electrode Monitoring System
• PRE-CET^™ Electrode Pins
• Socket Marking Design^® for Graphite Electrodes Design
• UCAR® is a trademark used under license by GrafTech International Holdings Inc.

Hidden text used by web search engines to find websites, also known as Metatags, may not be embedded into your website using any trademarks, logos, trade dress or service marks of GrafTech, whether those trademarks, logos, trade dress and service marks are registered or unregistered. Trademarks, logos, trade dress and service marks of GrafTech may not be used in connection with any product or service that is likely to cause confusion among customers, or in any manner that disparages or discredits GrafTech. All other trademarks, logos, trade dress or service marks not owned by GrafTech that appear on the Websites are the property of their respective owners, who may or may not be affiliated with, or connected to GrafTech. Any improper or unauthorized use of a trademark, logo, trade dress or service mark of GrafTech will be considered and will be prosecuted.

DISCALIMER OF WARRANTY. GRAFTECH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES IMPLIED FROM A COURSE OF DEALING OR PERFORMANCE. GRAFTECH MAKES NO WARRANTY AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (I) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE WEBSITE OR ANY CONTENT THEREIN, INCLUDING CONTENT DERIVED FROM THIRD-PARTIES; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY COMMUNICATIONS MAINTAINED BY THE WEBSITE; (IV) WHETHER THE WEBSITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GRAFTECH ON OR THROUGH THE WEBSITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IN CERTAIN JURISDICTIONS, THE LAWS MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

LIMITED LIABILITY. BY ACCESSING AND USING THE WEBSITES, YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR SUCH USE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU AGREE THAT USE OF THE WEBSITES IS SOLELY AT YOUR RISK AND YOU AGREE TO ASSUME THAT RISK. YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER GRAFTECH NOR ITS OFFICERS, DIRECTORS, OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATED TO THE WEBSITE OR ANY INABILITY TO USE THE WEBSITE, INCLUDING LINKS TO OTHER WEBSITES, OR ANY ACTIONS GRAFTECH TAKES OR FAILS TO TAKE AS A RESULT OF INFORMATION YOU SEND TO GRAFTECH. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY DAMAGES OR INJURY ARISING FROM ANY UNAUTHORIZED ACCESS TO, MISUSE, ALTERATION, THEFT, DESTRUCTION OR LOSS OF ANY RECORD OR DATA, FAILURE OF PERFORMANCE, ERROR, OMISSION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, COMPUTER VIRUSES, FILE CORRUPTION, LOSS OF PROFITS.

INDEMNITY. GrafTech reserves the right to seek any and all remedies available at law or in equity for any violations of these Terms. You agree to defend, indemnify, save and hold harmless GrafTech, and GrafTech’s directors, officers, employees, and agents from and against all liabilities, claims, damages and expenses, including reasonable attorneys’ fees, arising out of your use of the Websites, or your violation or alleged violation of the Terms.

CUSTOMER ASSISTANCE POLICY. On occasion, purchasers of GrafTech goods and services may ask GrafTech for information or advice about their use of our products. GrafTech’s employees respond to inquiries to the best of their ability based on information provided to them by the customers and the knowledge they may have concerning the application. GrafTech employees, however, are not in a position to verify the information provided or to evaluate the requirements for a particular product. Accordingly, ANY TECHNICAL ADVICE, SERVICE OR ASSISTANCE GRAFTECH PROVIDES IS GIVEN AS-IS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AND ARE ACCEPTED AT CUSTOMER’S SOLE RISK.

USE OF SOFTWARE. If you download software from GrafTech.com (“Software”), use of the Software is subject to the license terms in the Software License Agreement that accompanies or is provided with the Software. You may not download or install the Software until you have read and accepted the terms of the Software License Agreement. For any Software that is not accompanied by a Software License Agreement, GrafTech hereby grants, to the extent GrafTech is authorized and legally able, to you, the user, a revocable, personal, nontransferable license to use the Software for viewing and otherwise using features of the Websites in accordance with these Terms, and for no other purpose. 

USER SUBMISSIONS. Any unsolicited material, information or other communication you transmit or post to the Websites (“Communications”) will be considered non-confidential and non-proprietary. You represent that the Communications: (i) are not fraudulent, false, misleading, or deceptive, (ii) are not defamatory, libelous, obscene, pornographic, vulgar, or offensive, (iii) do not promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group, (iv) are not violent or threatening nor promote violence or actions that are threatening to any other person, and (v) do not promote illegal or harmful activities or substances. GrafTech will have no obligations with respect to the Communications and hereby disclaims any and all liability with respect to the Communication. You grant to GrafTech a non-exclusive, royalty-free, irrevocable, perpetual, sublicensable, transferable, worldwide license to use the Communications including, without limitation, the right to copy, distribute, publicize, publish, display, publicly perform, translate, edit, and create derivative works of the Communications, in any and all media whether known now or later developed, in any manner, in whole or in part, without any restriction or responsibilities to you, for any and all lawful purposes, including advertising and promotional purposes, with or without your name, likeness, pseudonym, social media handle, or other identifier.

U.S. GOVERNMENT RESTRICTED RIGHTS. Government users will receive no greater than Restricted Rights as defined in Federal Acquisition Regulation (“FAR”) 52.227-14, FAR 52.227-19(c)(1-2) (June 1987) or Defense Federal Acquisition Regulation (“DFAR”) 252.227-7013(c)(1)(ii) (Oct 1988), DFAR 252.221-7015(c) (May 1991), DFAR 252.227-7014, or DFAR 252.227-7018 as applicable in any Software at the Websites. Government users will secure no greater than limited rights as defined in FAR 52.227-14, DFAR 252.227-7015, DFAR 252.227-7018, or DFAR 252.227-7013 as applicable in any technical data at the Websites.

APPLICABLE LAWS. GrafTech.com is administered by GrafTech International Holdings Inc. on behalf of GrafTech from its offices in the United States of America. GrafTech makes no representation that the GrafTech Websites are appropriate or available for use outside the United States. You are prohibited from accessing the GrafTech Websites from countries or territories where any Content on the GrafTech Websites might be illegal or prohibited. If you choose to access the Websites from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. You may not use, export or re-export the materials on the Websites or any copy of adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. These Terms will be governed by and construed in accordance with the laws of the State of Ohio, U.S.A. without giving effect to any principles of conflicts of laws.

ARBITRATION. Any and all disputes arising out of or related to these Terms shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”). Any arbitration hearing will be conducted in Cleveland, Ohio by a single arbitrator. The award of the arbitrator will be final and binding on the parties, and judgment upon such award may be entered in any court of competent jurisdiction. Claims arising under federal law shall be determined in accordance with federal law. Claims arising under state law shall be decided in accordance with Ohio substantive laws, without regard to conflict-of-laws principles. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. Each party shall pay its own deposition, witness, expert, and attorneys' fees and other expenses to the same extent as if the matter were being heard in court. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees and costs, or if there is a written agreement providing for attorneys' fees and costs to be awarded to the prevailing party, the arbitrator may award reasonable attorneys' fees in accordance with the applicable statute or written agreement. Notwithstanding any AAA rules to the contrary, the parties agree to arbitrate any and all disputes arising out of or related to these Terms solely on an individual basis. This agreement does not permit class arbitration. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The parties understand and fully agree that by entering into this agreement to arbitrate, they are giving up their constitutional right to have a trial by jury in connection with any and all disputes arising out of or related to these Terms, and they are giving up their normal rights of appeal following the rendering of the arbitrator’s award, except as applicable law provides for judicial review of arbitration proceedings.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The Websites may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views with respect to, among other things, financial projections, plans and objectives of management for future operations, and future economic performance. Examples of forward-looking statements include, among others, statements we make regarding future estimated revenues and volumes derived from our take-or-pay agreements with initial terms of three-to-five years, future pricing of short-term agreements and spot sales, anticipated levels of capital expenditures, and guidance relating to earnings per share and adjusted EBITDA. You can identify these forward-looking statements by the use of forward-looking words such as “will,” “may,” “plan,” “estimate,” “project,” “believe,” “anticipate,” “expect,” “foresee,” “intend,” “should,” “would,” “could,” “target,” “goal,” “continue to,” “positioned to,” “are confident,” or the negative versions of those words or other comparable words. Any forward-looking statements contained in the Websites are based upon our historical performance and on our current plans, estimates and expectations considering information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates, or expectations contemplated by us will be achieved. Our expectations and targets are not predictions of actual performance and historically our performance has deviated, often significantly, from our expectations and targets. These forward-looking are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including those factors described in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in reports and statements filed by GrafTech with the U.S. Securities and Exchange Commission. The forward-looking statements made in the Websites relate only to events as of the date on which the statements are made. Except as required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

STOCK PRICE INFORMATION. GrafTech does not generate the stock price information on the Investors page. GrafTech believes that the information on the Investors page is accurate, but we cannot guarantee or warrant the accuracy, completeness, or timeliness of the information. You should not rely on such information for trading or investment purposes. GrafTech is not liable for any loss or damages whether direct, indirect, incidental, special, consequential, or exemplary, that arise from reliance on information on the Investors page.

NO INVESTMENT ADVICE OR SOLICITING OFFERS. Nothing on the Websites constitutes investment advice, including our SEC filings. We provide investor relations materials for your convenience and information only. In addition, investor relations materials and our other Website Content are not offers to sell or solicitations of any offer to buy any security.

Our SEC filings are accessible through the Website and through the SEC’s website at http://www.sec.gov.