Terms of Service

OVERVIEW

This website is operated by Janler Corporation and our affiliates and subsidiaries (“Janler” or “we”). We offer this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

PLEASE READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR RIGHTS AND LIABILITIES, AND THEY ADDRESS CIRCUMSTANCES WHERE YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

1. GENERAL CONDITIONS

We reserve the right to refuse Service to anyone for any reason at any time. You understand that your content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

2. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

3. MODIFICATIONS TO THE SERVICE

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

4. OPTIONAL TOOLS

We may provide you with access to third-party tools which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new Services and/or features through the website (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.

5. THIRD-PARTY LINKS

Certain content, products and Services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

6. PRIVACY POLICY

Your use of our website is governed by our Privacy Policy. Our Privacy Policy describes how we process personal information, including the types of personal information that we collect, the purposes for which we use it, the types of third parties with whom we share it, and any rights you may have with respect to such personal information. Please review our Privacy Policy carefully. For the avoidance of doubt, any claims, suits, or complaints related to the Privacy Policy shall be settled or otherwise addressed in accordance with the dispute resolution terms, and subject to the limitations of liability set forth herein.

7. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, etc. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

8. PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service is (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Uniphase, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

10. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Janler and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

11. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

12. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

13. ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

14. GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the United States.

15. DISPUTE RESOLUTION

There might be an occasion in which you and Janler are subject to a Dispute (as defined below) that directly or indirectly arises out of, or relates to, these Terms, the Site, or your engagement with Uniphase. In the event of such a Dispute, each party hereby agrees to comply with the Mandatory Informal Dispute Resolution Process as set forth below.

Mandatory Informal Dispute Resolution Process

For any Dispute that arises between you and Janler concerning or otherwise related to these Terms, the Site, or your engagement with Uniphase, each party agrees that it will first make a good faith effort to resolve such a Dispute informally before initiating any formal dispute resolution proceeding, as set forth below.

THIS INFORMAL DISPUTE RESOLUTION PROCESS IS A CONDITION PRECEDENT AND PREREQUISITE TO COMMENCING LEGAL ACTION AGAINST UNIPHASE. This informal dispute resolution process requires that one party send a written description of the Dispute, including the nature and basis of the claim and the nature and basis of the specific relief sought (with a calculation for it), to the other party that also includes contact information (name, address, email, phone number) (the “Notice”). For any Dispute you initiate, you agree to send this Notice, along with any other relevant information, to the following: Uniphase, ATTN: Legal Department, 425 38th Avenue St. Charles, IL 60174. The party initiating the Dispute must personally sign the Notice (along with an attorney if you or we are represented) that is mailed to us.

After the Notice of a party’s intent to engage in the informal dispute resolution process is transmitted and received by the parties, in accordance with the aforementioned instructions, each party hereby agrees to promptly negotiate in good faith about the Dispute, including through an informal and individualized telephone settlement conference between the parties, if the party that receives the Notice requests the same. If either party to the Dispute is represented by counsel, that party’s counsel may participate in the informal dispute resolution process, but the party also must personally appear at and participate in the conference. This process should lead to resolution of the Dispute, but if the Dispute is not resolved within sixty (60) days after receipt of the fully completed Notice of the informal dispute, each party agrees to the Formal Dispute Resolution Process set forth below. The parties agree that any relevant limitations period and filing fee or other deadlines shall be tolled while the parties engage in this informal dispute resolution process. A court shall have the authority to enforce the terms of this mandatory informal dispute resolution process and to enjoin the filing or pursuit of an arbitration demand for a party’s non-compliance with this mandatory informal dispute resolution process.

A party may also seek monetary relief in connection with this informal dispute resolution process.

Formal Dispute Resolution Process

Any Dispute that is, directly or indirectly arising out of or relating to these Terms, including access to or use of the Site/Website, that cannot be resolved through the informal dispute resolution process set forth herein shall be resolved exclusively in the state or federal courts located in Illinois. You hereby irrevocably consent to such venue and to the exclusive jurisdiction of any such court over any such dispute.

Time Bar

Any cause of action or claim you may have directly or indirectly arising out of or relating to these Terms, the Site, or your engagement with Uniphase must be commenced within one (1) year after the claim or cause of action arises.

Terms

For purposes of these Terms, the term “Dispute” shall be interpreted as broadly as permitted under the law and shall cover any claim or controversy related to Janler or our relationship with you, including but not limited to, any and all: (i) claims for relief and theories of liability, whether based in contract, tort, fraud, misrepresentation, negligence, statute, regulation, ordinance, or otherwise; (ii) claims that arose before these Terms; (iii) claims that arise after the termination of these Terms; and (iv) claims that are the subject of purported class action litigation.

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16. CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.