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: (a) 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 (b) 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.
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. Some jurisdictions do not permit indemnities from consumers, so this provision may not apply to you.
DISCLAIMER OF WARRANTIES.- Unless you are a consumer resident in the United Kingdom or the European Union, then the following terms apply to you:
WD-40 COMPANY PROVIDES THE WEBSITES AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WD-40 COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES 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. - If you are a consumer resident in the United Kingdom or the European Union, then the following terms apply to you:
WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE, OR ANY CONTENT ON ANY OF THE SITE, WILL ALWAYS BE AVAILABLE OR BE UNINTERRUPTED. ACCESS TO THE SITE IS PERMITTED ON A TEMPORARY BASIS. THE CONTENT ON OUR SITE IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY.
NOTHING IN THESE TERMS AFFECTS YOUR STATUTORY RIGHTS AS A CONSUMER. ADVICE ABOUT YOUR STATUTORY RIGHTS IN THE UNITED KINGDOM OR EUROPEAN UNION IS AVAILABLE FROM YOUR LOCAL CITIZENS’ ADVICE BUREAU OR TRADING STANDARDS OFFICE.
LIMITATION OF LIABILITY.- Unless you are a consumer resident in the United Kingdom or the European Union, then the following terms apply to you:
IN NO EVENT SHALL WD-40 COMPANY, INCLUDING ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, MANAGERS, OFFICERS, DIRECTORS, OR AGENTS (THE “WD-40 PARTIES”), BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY ECONOMIC, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE WEBSITES OR SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF FORESEEABLE OR EVEN IF THE WD-40 PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE WD-40 PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES OR TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE WD-40 PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES IN CONNECTION WITH THIS AGREEMENT, THE WEBSITES, OR THE SERVICES EXCEED FIVE HUNDRED DOLLARS (USD$500). - If you are a consumer resident in the United Kingdom or the European Union, then the following terms apply to you:
NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; AND (C) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT OUR LIABILITY.
IF WE FAIL TO COMPLY WITH THESE TERMS, WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF IT WAS AN OBVIOUS CONSEQUENCE OF OUR BREACH OR IF IT WAS CONTEMPLATED BY YOU AND US AT THE TIME THAT YOU ACCESSED THE SITE.
YOU AGREE NOT TO USE THE SITE, OR ANY CONTENT ON THE SITE, FOR ANY COMMERCIAL OR BUSINESS PURPOSES AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.
Arbitration.This Section 8 does not apply if you are a consumer resident in the United Kingdom or the European Union.
You have the right to reject the Binding Arbitration terms as set forth in this Section 8. If you reject, neither you nor WD-40 Company can require the other to participate in an arbitration proceeding. You can reject arbitration by contacting us by email, and include your name and email address, if any, used to register your account, and a clear statement that you would like to reject the arbitration provision. To be effective, your e-mail must be sent within thirty (30) days of the date that you first became subject to this Binding Arbitration provision. You do not have the right to reject any other provisions in this Agreement.
This Section 8 provides that disputes between you and us may be resolved by binding arbitration. Arbitration replaces the right to go to court, have a jury trial or initiate or participate in a class action. In arbitration, disputes are resolved by an arbitrator, not a judge or jury. This Binding Arbitration provision is governed by the Federal Arbitration Act (“FAA”), and shall be interpreted in the broadest way the law will allow.
- Covered Claims. You or we may arbitrate any claim, dispute or controversy between you and us arising out of or related to this Agreement, your account, you, or our WD-40 Company’s intellectual property (“Claims”). If arbitration is chosen by any party, neither you nor we will have the right to litigate that Claim in court or have a jury trial on that Claim.
Except as set forth below, all Claims are subject to arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek, including Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; Claims made regarding past, present, or future conduct; and Claims made independently or with other Claims. This also includes Claims made by or against anyone connected with us or you or claiming through us or you, or by someone making a claim through us or you, such as an agent, representative, third-party vendor or an affiliated/parent/subsidiary company. - Arbitration Limits. Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter remains in small claims court.
If you assert a Claim against us, we can choose to arbitrate, including actions to collect a debt from you. You may arbitrate on an individual basis Claims brought against you, including Claims to collect a debt.
Claims brought as part of a class action, private attorney general or other representative action can be arbitrated only on an individual basis. The arbitrator has no authority to arbitrate any Claim on a class or representative basis and may award relief only on an individual basis. If arbitration is chosen by any party, neither you nor we may pursue a Claim as part of a class action or other representative action. Claims of two (2) or more persons may not be combined in the same arbitration. - Administration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures before a single neutral arbitrator in San Diego County, California. For a copy of JAMS procedures, to file a Claim or for other information, contact JAMS by calling (800) 352-5267 or by visiting www.jamsadr.com. A copy of the current JAMS rules is available from the JAMS website at www.jamsadr.com/rules-comprehensive-arbitration/.
Any award by an arbitrator shall be binding and final. Judgment on the award may be entered in any court having jurisdiction. - Paying for Arbitration Fees
The arbitrator may determine how the costs and expenses of the arbitration will be allocated between the parties and may award attorneys’ fees.
Dispute Resolution – applicable to consumers resident in the United Kingdom and European Union- If you are a consumer who is habitually resident in the United Kingdom or the European Union and we direct the Website and/or Services to you, you may bring any dispute which may arise under this Agreement to - at your discretion - either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the United Kingdom or the European Union, which courts are - with the exclusion of any other court - competent to settle any of such a dispute.
- We shall bring any dispute which may arise under this Agreement to the competent court of your country of habitual residence if this is within the United Kingdom or the European Union, or otherwise the competent court of England.
Governing Law and Venue- Subject to Section10(c) below, 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. Subject to Section 10(c) below each party agrees to submit to the state or federal courts located in San Diego County, California.
- If you have validly rejected the Binding Arbitration provision and Section 10(c) below does not apply to you, all actions or proceedings arising in connection with this Agreement shall be resolved exclusively in the state or federal courts located in San Diego County, California, and to submit to personal jurisdiction of the courts located in San Diego County, California for the purpose of litigating all such disputes. This choice of venue is intended by the both of us to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in Section 8. 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 8. You agree to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
- If you are a consumer resident in the United Kingdom or the European Union and we direct the Website or Services to the country in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement affects your rights as a consumer or your other statutory rights to rely on such mandatory provisions of local law.
Limitation of Actions.Unless you are a consumer resident in the United Kingdom or the European Union, 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.
Assignment.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.
Third Party Rights.You acknowledge that this Agreement and your registration are for your exclusive benefit and convenience. Neither can be transferred to any other person and no other person may claim rights under this Agreement or through your registration. Nothing contained herein shall be construed as granting, vesting, creating or conferring any right of action upon any other third party. This provision is not intended to limit or impair the rights that any person may have under applicable Federal statutes.
No Waiver.No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by the party waiving such right. No delay or omission by us to exercise any right, remedy, power, privilege, or condition in enforcing any term or condition of this Agreement, or act, omission or course of dealing with you, shall impair any such right, remedy, power, privilege, or condition or be construed to be a waiver thereof. Any waiver by us of any covenant, condition, or agreement to be performed by you shall not be deemed to be a waiver of any future occasion. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
SeverabilityIf any of the terms and conditions in this Agreement are found unlawful, void, or for any reason unenforceable, then that provision will be considered severable from the remaining terms and conditions of this Agreement and will not affect the validity and enforceability of the remaining provisions.
Entire AgreementUnless you are a consumer resident in the United Kingdom or the European Union, this Agreement, together with the Privacy Statement, constitutes the entire agreement between you and WD-40 Company relating to the subject matter herein and will not be modified except in writing, signed or otherwise agreed to by both parties, or by a change to this Agreement or the Privacy Statement made by WD-40 Company.
VariationIf you are a consumer resident in the United Kingdom or the European Union, we may make changes to the terms and conditions in this Agreement from time to time (for example, to reflect changes to our products and services, new technologies or applicable laws) and we will try to give you reasonable notice of any major changes that could have a significant impact on you. Please check this Agreement regularly to ensure that you understand the terms and conditions of this Agreement that apply at the time that you access and use the Website and/or our Services. If you do not wish to continue using the Website and/or our Services following any changes to the terms and conditions of this Agreement, you can terminate this Agreement by not using the Website and/or our Services.
Contact Us.If you have any questions regarding this Agreement or otherwise want to contact us at
Privacy@wd40.com