Jayhawk Fine Chemicals Corporation, a Nevada corporation, and/or its affiliate (“Jayhawk,” “we,” “us,” “our”) operates the websites https://www.jayhawkchem.com/, https://dianhydrides.com/, and any related subdomains thereof, content made available on the websites, or any other interactive features displayed on the websites (collectively, the “Site”).

These Terms of Use (“Terms”) along with other terms and policies on our Site constitute a legally binding agreement made between you (“you”), and Jayhawk concerning your access to and use of the Site. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE  SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, OR REPRESENTATIVE ACTION. PLEASE READ THE DISPUTE RESOLUTION SECTION BELOW TO LEARN MORE.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Site after the date of the changes are posted, constitutes acceptance of the changed Terms.

All users who are minors in the jurisdiction in which they reside (generally under the age of eighteen (18)) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms prior to you using the Site. 

The information provided when using the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

Intellectual Property Rights

 

Our Intellectual Property

We are the owner or the licensee of all intellectual property rights on our Site, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Website (collectively, the “Content”), as well as the trademarks, Website marks, logos, and trade dress for our Site or displayed on the Site (the “Marks”)

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in, on or through the Site “AS IS” for your personal, non-commercial use only.

 

Your Use of Our Site

Subject to your compliance with these Terms, including the PROHIBITED ACTIVITIES section below, we grant you limited permission to access the Site and download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use.

Except as set out in this section or elsewhere in our Terms, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to inquiry@jayhawkchem.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Site or Content, you must comply with our guidelines, identify us as the owners or licensors of the Site, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Site, Content, and Marks.

Any breach of this Section or our intellectual property rights will constitute a material breach of our Terms and your right to use our Website will terminate immediately.

 

User Content

“User Content” means any and all information and content that a User submits to, or uses with, the Site (e.g., messages, text, files, content in Q&A, blogs, forums, or through any other or other content you provide us), except any Feedback. 

You are solely responsible for your User Content. The information you submit to us through the Site must be truthful, accurate and current. You are responsible for maintaining the accuracy of such information. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. If we believe that your information is not truthful, accurate or current, we have the right to terminate, suspend, or refuse you access to the Site. You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by Jayhawk. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content.

You hereby grant, and you represent and warrant that you have the right to grant, to Jayhawk an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, for any lawful purpose. You agree to irrevocably waive and cause to be waived any claims and assertions of moral rights or attribution with respect to your User Content.

 

Copyright Infringement Claims Policy

Jayhawk does not permit copyright-infringing activities on the Site. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about content posted on the Site, you may contact our designated agent at the following address:

  • Jayhawk Fine Chemicals Corporation

Attn: President

8545 Southeast Jayhawk Drive

Galena, Kansas 66739 USA

 

Any notice alleging that content hosted by or distributed through the Site infringes intellectual property rights must include the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of the material that you claim is infringing and where it is located on the Site;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

We will review any notices of copyright infringement and take appropriate action. Inquiries that do not follow this procedure may not receive a response. 

 

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You shall not resell our Site or act as a distributor of our Site unless you have a separate reseller or distributor agreement with us.

As a user of the Site, you agree not to: use the Site to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms; send any advertising or promotional material, or similar solicitation; exploit, harm, or attempt to exploit or harm minors in any way; impersonate or attempt to impersonate Jayhawk, its employees or others; engage in any conduct, as Jayhawk determines, that restricts or inhibits the use or enjoyment of the Site or harms others or exposes them to liability; violate any applicable Federal, State, local, or international law or regulation (including laws regarding the export of data or software); submit false and misleading information; disable, overburden, damage, or impair the Site or interfere with another party’s use of the Site; use any robot, spider, or other automatic device, process, or means to access the Site for any purpose; use any manual process to monitor or copy any of the material on the Site, or for any purpose not expressly authorized in these Terms, without our prior written consent; use any device, software, or routine that interferes with the proper working of the Site; introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; attempt to gain unauthorized access to the Site, the server(s) on which the Site are stored, or any server, computer, or database connected to the Site; and attack the Site via a denial-of-site attack or a distributed denial-of-site attack; 

We reserve the right to terminate your use of the Site for violating any of these prohibited activities. 

 

External Links

We are not responsible for the content or availability of third-party websites or resources linked to or referenced on the Site. We do not endorse and are not responsible or liable, directly or indirectly, for any claims that arise from your access or use of any third-party content, advertising, products, or other materials on or available from such third-party websites.

We may also maintain profiles or make available content or other materials through third-party social media platforms, such as LinkedIn and YouTube, and may include features that enable you to interact with such third-party social media platforms on our Site (“Social Media Interactions”). While your use of any Social Media Interactions made available through our Site is governed by these Terms, your access and use of third party social networking platforms are governed by the terms of use applicable to those third-party platforms. You are responsible for ensuring that your use of the third-party social media platforms complies with any applicable terms of use or other agreements.

 

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. 

 

Term and Termination

These Terms shall remain in full force and effect and apply to your current use of the Site, as well as your past use and future use of the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. 

In addition to terminating or suspending your access to the Site, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. For clarity, we reserve the right not to provide the Site to you and to terminate your access to the Site at any time.

 

Modifications and Interruptions

We cannot guarantee the Site will be available at all times. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

 

Feedback

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Site (“Feedback”), you agree to assign to us all intellectual property rights in such Feedback. You agree that we shall own this Feedback and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

Warranty Disclaimer

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOUR USE OF THE SITE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR PARENT COMPANY, AFFILIATES, AND RELATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, OR ASSUME LIABILITY FOR ANY THIRD PARTY PRODUCT OR WEBSITE ADVERTISED OR LINKED THROUGH THE SITE, ANY HYPERLINKED SITE, OR ANY SITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. 

 

Limitations of Liability

IN NO EVENT WILL WE, OUR PARENT COMPANY, AFFILIATES, AND RELATED ENTITIES OR OUR RESPECTIVE DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR USD ONE HUNDRED (100). CERTAIN UNITED STATES LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, parent company, affiliates, related entities and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, arising out of your use of the Site, User Content, your breach of these Terms, or your violation of applicable law. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

Electronic Communications, Transactions

Visiting or using the Site and sending us emails, constitute electronic communications. You consent to receive electronic communications, and you agree that all communications we provide to you electronically, via email, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. 

 

California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer website of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834 USA or by telephone at (800) 952-5210 or (916) 445-1254. You may also contact us at inquiry@jayhawkchem.com 

 

Governing Law

These Terms and your use of the Site are governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of law principles.

 

Dispute Resolution

 

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms or the Site (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the State of Kansas. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If you intend to seek arbitration you must first send a written notice (“Notice”), by first class or certified mail to President, Jayhawk Fine Chemicals Corporation. If we intend to seek arbitration, Jayhawk will send a Notice to the address provided. The Notice must describe the nature and basis of the claim and the specific relief sought. If the Parties cannot reach an agreement within thirty (30) days from the receipt of the Notice, either Party may initiate arbitration proceedings.

A form to initiate arbitration proceedings is available on the AAA website at www.adr.org. In addition to filing this form with the AAA, the Party initiating the arbitration must mail a copy of the completed form to the opposing Party. You may send such copy to President, Jayhawk Fine Chemicals Corporation, and Jayhawk will send such copy to the address provided or to your attorney, if you have retained one.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the State and Federal courts located in Minnesota, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such State and Federal courts. In no event shall any Dispute brought by either Party related in any way to the Site or these Terms be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Each Party shall bear its own attorneys’ fees and costs incurred in connection with any Dispute. 

 

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.


Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

Miscellaneous

These Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

 

Contact Us

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

 

President

Jayhawk Fine Chemicals Corporation

8545 Southeast Jayhawk Drive

Galena, Kansas 66739 USA