Date of Last Revision: July 1, 2014
between WD-40 Company (collectively, "we", "us", or "WD-40 Company") and the users of all of our websites, whether personally or on behalf of an entity
("you"). This Agreement governs your use of all of the WD-40 Company websites (collectively, the "Websites") and the services offered by WD-40 Company on
the Websites (the "Services"), so please read it carefully.
PLEASE NOTE THAT BY ACCESSING OR USING ANY PART OF THE WEB SITES OR THE SERVICES, REGARDLESS OF HOW YOU INTERACT WITH US – ONLINE, MOBILE, OR IN ANY
OTHER MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE DISPUTE RESOLUTION PROCEDURE. IF YOU DO
NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITES OR THE SERVICES. WD-40 COMPANY RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY
TIME. YOUR CONTINUED USE OF THE WEB SITES AND/OR THE SERVICES CONSTITUTES ASSENT TO ANY NEW PROVISIONS OF THIS AGREEMENT THAT MAY BE POSTED ON THE WEB
SITES IN THE FUTURE.
1. Using the Websites.
a. Eligibility. Certain services may only be used by individuals who can form legally binding contracts under applicable law (i.e., those 18 years
of age or older).
b. User Registration. To become a registered user, you must create an account with WD-40 Company through the online registration process on the
Websites. In creating an account, you must provide WD-40 Company with accurate and complete registration information, as prompted in the registration form.
You must promptly notify WD-40 Company if any of this information changes. If you fail to provide or update this information, WD-40 Company may terminate
your right to use the Websites.
c. Passwords. When you open your account, you will be asked to choose a password. You must keep your password confidential. You will be responsible
for all uses of your password and account, including, without limitation, any use by any unauthorized third party. You must notify WD-40 Company
immediately if you believe your password or account has been obtained, or may be accessed or used by, any unauthorized person or entity. In addition, you
must notify WD-40 Company immediately if you become aware of any other breach or attempted breach of the security of the Websites. For security purposes,
WD-40 Company recommends that you change your password often.
d. Mobile. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying
traffic or safety laws.
2. Your Content.
a. License. By posting, storing or transmitting any content on or to the Websites, you hereby: (i) grant WD-40 Company, and represent and warrant
that you have the right to grant, a perpetual, worldwide, non-exclusive, royalty-free, fully paid up, transferable, sublicensable, right and license to
use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and sublicense such content in any form, in all media now
known or hereinafter created, anywhere in the world, for any purpose, commercial, advertising, or otherwise, and (ii) agree that the content is subject to
being changed, rejected, or deleted without notice or explanation to you. You hereby irrevocably waive any claims based on moral rights, if any.
b. Our Right to Use Your Name. If you provide to WD-40 Company directly, or you choose to post on the portions of the Web Site that are viewable by
others, any comments, ideas, or suggestions that are accompanied by your name, WD-40 Company may use both your comments, ideas, and suggestions, and your
name, or your first name and last name initial, for our marketing purposes without compensation or acknowledgement of any kind.
c. Objectionable Content. Due to the amount of user content, WD-40 Company may not have the ability to control the nature of the content presented
by users on or through the Websites. You are solely responsible for your interactions with other users of the Websites and any content that you post. WD-40
Company is not and will not be liable for any damage or harm resulting from any of the Websites' users' content or your interactions with other users of
the Websites. WD-40 Company reserves the right, but has no obligation, to monitor interactions between you and other users of the Websites and to take any
other action to restrict access to or the availability of any material we or another user of the Websites may consider to be obscene, lewd, lascivious,
violent, harassing, defamatory, infringing, abusive, inflammatory, vulgar, fraudulent, invasive of privacy or publicity rights, hateful, or racially,
ethnically or otherwise objectionable (including, without limitation, because it violates this Agreement).
d. Prohibited Content. You may not post, submit or transmit any content that: (i) is libelous, defamatory or slanderous; (ii) advocates the violent
overthrow of the government of the United States; (iii) incites, encourages or threatens immediate physical harm against another; (iv) presents an
immediate and genuine danger to another person or entity; or (v) violates any applicable law, regulation, or rule.
3. User Conduct. In, or as a result of, your use of the Websites and the Services, you may not: (i) infringe any patent,
trademark, trade secret, copyright, right of publicity, or other right of any party, or upload, post, transmit, share, store or otherwise make publicly
available on the Websites any private information of any third party or any information that would encourage or provide instructions for an unlawful
activity; (ii) disrupt or interfere with the security or use of the Services, the Websites, or any website linked to the Websites; (iii) interfere with or
damage the Websites or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial
of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (iv) attempt to use
another user's account, impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) WD-40
Company, federal, state, or municipal government, or a political candidate; or create or use a false identity; (v) attempt to obtain unauthorized access to
the Websites or portions of the Websites that are restricted from the access granted to you; (vi) engage, directly or indirectly, in transmission of spam,
chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other
users (including e-mail addresses or other contact information) without their express consent or other information relating to the Websites or the
Services; (viii) use any meta tags or any other hidden text utilizing WD-40 Company's name, trademarks, or product names in any manner and in any place;
(ix) advertise, offer to sell, or sell any goods or services; (x) engage in any activity that interferes with any third party's ability to use or enjoy the
Websites or Services; (xi) upload, post, transmit, share, store or otherwise make available any videos other than those you have taken personally, are of a
personal nature that contain images of people you know personally and who have consented to being in the video, and which are original art or animation
(including any audio or music that is part of the video) created by you; (xii) copy, modify, reverse engineer, decompile, disassemble, tamper with, extract
or attempt to extract the source code of the software for our Services, in whole or in part, or create any derivative works therefrom; (xiii) post any
obscene, lewd, lascivious, violent, harassing, defamatory, infringing, abusive, inflammatory, vulgar, fraudulent, invasive of privacy or publicity rights,
hateful, or racially, ethnically or otherwise objectionable content or content otherwise injurious to third parties or that consists of or contains
software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”; or (xiv) assist any third party in
engaging in any activity prohibited by this Agreement.
we treat your personal data and protect your privacy when you use our Services. By accessing or using any part of the Websites or the Services, you agree
this Agreement. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may
opt out of some of those communications. With respect to all matters concerning your privacy, in the event of any conflict between the terms of this
5. Intellectual Property Rights.
a. Copyright. All materials on the Websites and used in the Services, including without limitation, the WD-40 logo, designs, text, graphics,
information, data, images, audio, video, applications, software, metadata, compilations, graphical user interfaces, other files, and the selection,
arrangement and organization thereof are either owned by WD-40 Company or are the property of WD-40 Company's suppliers or licensors. No Websites' content
may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any
means, in whole or in part, without our prior written permission, except that the foregoing does not apply to your own user content (as described above in
the "Your Content" section) that you legally post on the Websites. Provided that you are eligible to use the Websites, you are granted a limited license to
access and use the Websites and the Services and to download or print a copy of any portion of the Websites' content to which you have properly gained
access solely for your personal, non-commercial use, provided that you do not obscure, alter or delete any trademark, copyright, or other proprietary
notices. This license does not include any resale or commercial use of any WD-40 Company Service, or its contents; any collection and use of any product
listings, descriptions, or prices; any derivative use of any WD-40 Company Service or its contents; or, any downloading or copying of account information
for the benefit of another merchant. All rights not expressly granted to you in this Agreement are exclusively reserved and retained by WD-40 Company or
its licensors, suppliers, rights holders, or other content providers. No WD-40 Company Service, in whole or in part, may be reproduced, duplicated, copied,
sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of WD-40 Company. Except for your own user
content, you may not upload or republish our Websites' content on any Internet, Intranet or Extranet site or use the information in any other database or
compilation, and any other use of our Websites' content is strictly prohibited. Your license is subject to this Agreement and does not permit use of any
data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Websites or the Services beyond the scope of the license
granted above is prohibited. The limited license granted by WD-40 Company terminates if you do not comply with all conditions of use set forth in this
Agreement or any Service terms. Copyright © 2014 WD-40 Company. ALL RIGHTS RESERVED.
b. Trademarks. WD-40, the WD-40 logo, and the other WD-40 Company product names, tag lines, logos, page headers, custom graphics, button icons, and
scripts shown on the Websites are service marks, trademarks or trade dress of WD-40 Company. Any use by you of such marks or trade dress is for the sole
benefit of WD-40 Company and all goodwill generated by such use will inure solely to WD-40 Company. If you refer to WD-40 Company's marks or logos, you
must include appropriate attribution to WD-40 Company. All other service marks, trademarks, trade names and the like that appear on the Websites or in the
Services are the property of their respective owners. You may not use (including as part of a domain name) any of these marks, trade dress, or trade names
without express permission, including, without limitation, in connection with any product or service that is not WD-40 Company’s or in any manner that is
likely to cause confusion among customers, or in any manner that disparages or discredits WD-40 Company.
c. Ownership and Use. WD-40 Company retains ownership of its intellectual property rights and you do not obtain any rights therein by virtue of this
Agreement or otherwise. You have no right to use, copy, display, perform, publish, create derivative works from, create new works or abstracts from,
distribute, have distributed, transmit, or sublicense materials or content available on the Websites or through the Services, except as expressly set forth
in this Agreement. Notwithstanding the foregoing, you may use the content and materials on our Websites and available through our Services in the normal
course of your use of the Websites and the Services. You may not use any third-party intellectual property without the express written permission of the
applicable third party, except as permitted by law.
d. Limited License To Multimedia Content. WD-40 Company will grant you a limited license to use the multimedia images made available through the
Websites, subject to our prior written approval and discretion, if you will use such content solely for comment, news reporting, teaching, K-12 classroom
use, scholarship, or research.
e. Your Content. Except for the material described in the "Suggestions" section below, to which we will obtain ownership,WD-40 Company will not
acquire an ownership interest in the materials you post, input or submit to the Websites but will acquire the non-exclusive licenses as set forth in
Section 2. If you think somebody is violating your copyrights and want to notify us, please follow the instructions in Section 7. We respond to notices of
alleged copyright infringement and may terminate accounts of infringers consistent with the process set out in the U.S. Digital Millennium Copyright Act
(“DMCA”), as further described in Section 7.
6. Linking and Framing. You may create a plain text hyperlink to WD-40 Company's Websites provided that neither you nor the link
portrays WD-40 Company or any of its products and services in a false or disparaging manner or suggests sponsorship, affiliation or endorsement by or with
WD-40 Company. WD-40 Company may revoke this permission at any time for any reason upon notice to you. You may not "frame," inline link, or similarly
display or enclose any WD-40 Company marks, logos, trade dress, content or property, including, without limitation, the Websites. You may not use any WD-40
Company logo or other of its marks as part of the link without express written permission.
7. DMCA Copyright Policy and Copyright Agent. WD-40 Company respects the intellectual property rights of others and expects its
users to do the same. WD-40 Company may remove content that in its sole discretion appears to infringe the intellectual property rights of others. In
addition, WD-40 Company, in its sole and absolute discretion, may terminate the accounts of users who infringe the intellectual property rights of others.
If you believe that a user of the Websites or the Services has infringed your intellectual property rights, please notify WD-40 Company's Copyright Agent,
and provide the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual
property right; (b) an identification of the intellectual property claimed to have been infringed; (c) a detailed description of the material that you
claim is infringing, so that we may locate it, including the URL where the infringing material appears; (d) your address, telephone number, and email
address; (e) a statement by you that you have a good faith belief that the allegedly infringing use is not authorized by the intellectual property right's
owner, its agent, or the law; and, (f) a statement by you, made under penalty of perjury, that the foregoing information is accurate and that you are
authorized to act on behalf of the owner of the intellectual property rights involved.
WD-40 Company's Copyright Agent is and can be reached at:
WD-40 Company Customer Relations
P.O. Box 80607
San Diego, CA 92138-0607
8. Representations and Warranties.
a. By Each Party. Each party represents and warrants to the other party: (i) that it has the full power and authority to enter into and perform its
obligations under this Agreement, (ii) the assent to and performance by it of its obligations under this Agreement do not constitute a breach of or
conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement constitutes
legal, valid and binding obligations of the parties executing or assenting to this Agreement, enforceable in accordance with its terms and conditions,
except that: (x) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or
hereafter in effect, affecting creditors' rights and remedies generally, and (y) the remedies of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defense and to the discretion of the court before which any proceeding therefore may be brought.
b. By You. You represent and warrant to WD-40 Company that: (i) you will not infringe the patent, copyright, trademark, trade secret, right of
publicity or other intellectual property or proprietary right of any third party in your use of the Websites or the Services, and (ii) you will comply with
all applicable laws, rules and regulations in your use of the Services and the Websites, including this Agreement.
9. Indemnification. You agree to indemnify and hold WD-40 Company and its employees, representatives, agents, attorneys,
affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including without
limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought or asserted against any of the
Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of this Agreement by you or, (ii) arising from,
related to, or connected with your use of the Websites or the Services. If you are obligated to provide indemnification pursuant to this provision, WD-40
Company may, in its sole and absolute discretion, control the defense, settlement and disposition of any Claim at your sole cost and expense. Without
limiting the foregoing, you may not settle compromise or in any other manner dispose of any Claim without the consent of WD-40 Company.
10. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
a. DISCLAIMER OF WARRANTIES. WD-40 COMPANY PROVIDES THE WEB SITES AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WD-40 COMPANY DOES NOT
REPRESENT OR WARRANT THAT THE WEB SITES OR SERVICES OR THEIR USE (REGARDLESS OF HOW YOU INTERACT WITH US – ONLINE, MOBILE OR IN ANY OTHER MANNER): (i) WILL
BE UNINTERRUPTED, (ii) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR
WITH OTHER HARDWARE, DEVICE OR SOFTWARE YOU USE. WD-40 COMPANY MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS
ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
b. THIRD PARTY SERVICES. THE THIRD-PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION THAT WD-40 COMPANY PROVIDES ON OR MAKES AVAILABLE THROUGH
THE WEB SITES, INCLUDING, WITHOUT LIMITATION, THOSE AVAILABLE THROUGH THIRD-PARTY ADVERTISEMENTS, ARE NOT CONTROLLED BY WD-40 COMPANY. ACCORDINGLY, WD-40
COMPANY MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES, AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES OR
c. EXCLUSION OF DAMAGES. WD-40 COMPANY WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR
SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE
WEB SITES OR SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
d. LIMITATION OF LIABILITY. IN NO EVENT WILL WD-40COMPANY'S LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE WEB SITES, OR THE SERVICES EXCEED $500.
11. Force Majeure. WD-40 Company will not be liable for failing to perform under this Agreement by the occurrence of any event
beyond its reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage,
failure by a service provider to WD-40 Company to perform, fire, terrorism, natural disaster or war.
12. Arbitration. All disputes arising out of or relating to this Agreement (including its formation, performance or alleged breach)
or your use of the Websites or the Services will be exclusively resolved under confidential binding arbitration held in San Diego County, California before
and in accordance with the Rules of the American Arbitration Association. The arbitrator's award will be binding and may be entered as a judgment in any
court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration
involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, WD-40
Company will have the right to seek injunctive or other equitable relief in state or federal court located in San Diego County, California to enforce these
terms or to prevent an infringement of a third party's rights. In the event equitable relief is sought, each party hereby irrevocably submits to the
personal jurisdiction of such court.
13. Changes to the Websites or Service. WD-40 Company may, in its sole discretion, change, modify, suspend, make improvements to or
discontinue any aspect of the Websites or the Services, temporarily or permanently, at any time without notice to you, and WD-40 Company will not be liable
for doing so.
14. Termination. WD-40 Company will have the right in its sole discretion, for any reason or no reason at all, without notice or
liability to you or any third party, to terminate your account or your access to the Websites or Services, with or without cause. Such reasons may include,
without limitation: (i) your breach of any part of this Agreement, (ii) your violation of the rights of any third party; or (iii) your account becoming
inactive for an extended period of time. You may terminate your profile or your account for any reason at any time by providing notice to WD-40 Company of
your intention to do so, subject to this Agreement. If your account is terminated, WD-40 Company may, in its sole discretion, delete any comments, website,
files, graphics or other content or materials relating to your use of the Websites or Services on WD-40 Company's servers or otherwise in its possession or
control. Following termination, you may not be permitted to use the Websites or the Services without first obtaining WD-40 Company's consent. If your
account or your access to the Websites or Services is terminated, WD-40 Company reserves the right to exercise whatever means it deems necessary to prevent
unauthorized access to the Websites or the Services, including, but not limited to, technological barriers, IP mapping, and direct contact with your
Internet Service Provider.
15. Notices and Electronic Communications. All notices required or permitted to be given under this Agreement will be in writing
and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid,
(iii) overnight courier, or (iv) electronic mail. If you give notice to us you must use the address shown in Section 7. If WD-40 Company provides notice to
you, we will use the contact information provided by you to us. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of
delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on a return receipt card, (iii) if by overnight courier, on the date receipt
is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of
non-delivery is generated. When you use our Services or send e-mails to us, you are communicating with us electronically. You consent to receive
communications from us electronically. We will communicate with you by e-mail or by posting notices on the Websites or through the other WD-40 Company
Services. Each party agrees that any notice that it receives from the other party electronically satisfies any legal requirement that such communications
be in writing.
16. Suggestions. You agree that any suggestions, ideas, product uses and potential uses, product ideas, feedback or other
information about the Websites, the Services, or our products (collectively, "Suggestions"), provided by you to us are non-confidential to you and shall
become by virtue of the transmission to us, to the Websites, or to the Services the sole property of WD-40 Company, and you hereby assign to WD-40 Company
all right, title and interest in and to the same, including, without limitation, any and all intellectual property rights therein. We own all of the
rights, exclusively, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for
any purpose, commercial or otherwise, without acknowledgment or compensation to you.
17. Limitation of Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of
action you may have arising out of, relating to, or connected with your use of the Websites or Services, must be filed within one calendar year after such
claim or cause of action arises, or forever be barred.
18. Integration. This Agreement contains the entire understanding between you and WD-40 Company regarding its subject matter, and
supersedes all prior and contemporaneous agreements and understandings between us, whether oral in writing, regarding its subject matter.
19. Additional Terms. This Agreement is binding upon each party hereto and its successors and permitted assigns, and shall be
governed by and construed in accordance with the laws of the State of California without reference to the conflict of law principles thereof. We both agree
that all actions or proceedings arising in connection with this Agreement shall be arbitrated in accordance with the Arbitration provision of this
Agreement exclusively in San Diego County, California, or in the event the matter is for any reason litigated, tried and litigated exclusively in the state
or federal courts located in San Diego County, California. This choice of venue (for both arbitration and litigation) is intended by the both of us to be
mandatory and not permissive in nature, and to preclude the possibility of arbitration or litigation between the parties with respect to, or arising out
of, this Agreement in any jurisdiction other than that specified in this Section. We both waive any right either of us may have to assert the doctrine of forum non conveniens or similar doctrine or to object to the venue with respect to any proceeding brought in accordance with this Section. This
Agreement and all of your rights and obligations under it is not assignable or transferable by you without the prior written consent of WD-40 Company. This
Agreement governs the relationship between WD-40 Company and you and does not create any third-party beneficiary rights. No failure or delay by a party in
exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power
or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. You and WD-40
Company are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
The invalidity or unenforceability of any provision of this Agreement will not invalidate any other provision of this Agreement, all of which will remain
in full force and effect. If you reside in or are subject to the laws of a jurisdiction anywhere in the world whose common, statutory, regulatory, or
codified law would void this Agreement in whole or in any essential part (the essential parts being at least, but not only, the arbitration and exclusive
venue provisions, disclaimers, exclusions and limitations), or which make accessing the Websites or using the Services illegal, you do so entirely at your