TERMS OF USE

Please Read the Following Terms of Use Carefully Before Using This Web Site

The terms of use set forth herein ("Terms of Use") constitute an agreement between you and The Valvoline Company, a division of Ashland Inc. ("Valvoline") describing the terms and conditions applicable to your use of this web site. Please read these Terms of Use carefully and understand their content fully before using the web site. By using this web site you are acknowledging and agreeing to be bound by these Terms of Use. If you do not agree, you may not use this web site. If you represent a company or other entity, you also are warranting that you are authorized to enter into this agreement on behalf of that party. You agree that Valvoline, in its sole discretion may terminate your use of the web site immediately and without notice if Valvoline believes that you have acted inconsistently with these Terms of Use. Valvoline reserves the right to update these Terms of Use at any time without notice to you. The most current version of the Terms of Use can be reviewed by clicking on the "Terms of Use" hypertext link located at the lower left corner of the Pre-login, and the Main Web page on this web site. By accessing and using the web site, you agree to periodically review the Terms of Use and be bound by any modifications or amendments to earlier version thereof. These Terms of Use only apply to the Valvoline Web Data Transfer System (http://wdt.edictsystems.com/ec/production/index.cfm) web site. The Valvoline Company is a division of Ashland Inc. ("Ashland"). Other individual web sites of Valvoline and Ashland may have terms of use tailored specifically for activity on those web sites which may differ from these Terms of Use.

Passwords

We will provide passwords to you that will enable you to access the web site and you will at all times keep your passwords confidential. You may give access to the passwords only to your duly authorized representatives, and you will be fully responsible for all passwords assigned to you and all transactions through the web site facilitated with such passwords. Immediately upon your knowledge thereof, you shall verbally report to us any lost or stolen passwords.

Transactions

In addition to the provisions contained in these Terms of Use, all transactions facilitated through this web site shall be governed by the terms and conditions contained in the distributorship agreement executed by and between you and Valvoline (the "Distributorship Agreement").

It is intended that this web site be used to facilitate transactions contemplated under the Distributorship Agreement and that transactions formed by exchanging electronically transmitted documents will be as enforceable as transactions formed by exchanging documents via paper or other media. You will be assigned a unique and verifiable electronic identification consisting of symbol(s) or code(s) which will be affixed to or contained in each document transmitted by you (the "Signature"). You agree that your Signature affixed to or contained in any transmitted document shall be sufficient to verify that you originated such document. Documents shall not be deemed to have been properly received, and no document shall give rise to any obligation, until accessible to Valvoline at its receiving computer.

Any document properly transmitted via this web site and received by Valvoline in accordance with these Terms of Use, shall be considered, in connection with the Distributorship Agreement, a signed document, shall have the same affect as a signature on a paper-based document and shall constitute an original when printed from electronic files or records established and maintained in the normal course of business. The conduct of you and Valvoline pursuant to these Terms of Use including the use of documents properly transmitted via this web site shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by you. You agree not to contest the validity or enforceability of a document bearing your Signature under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. Documents bearing your Signature, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. You shall not contest admissibility of copies bearing your Signature under either the business records exception to the hearsay rule or the best evidence rule on the basis that the document was not originate or maintained in documentary form.

Copyrights and Trademarks

Unless otherwise noted, the contents of this web site, including without limitation, form documents, data formats, or text and the selection and arrangements thereof are the property of Valvoline and/or Ashland and are copyrighted (including any works that are licensed to Valvoline and/or Ashland) under the United States and other copyright laws, and are the property of Valvoline and/or Ashland. Notwithstanding the foregoing, information and data generated by or derived from your transactions facilitated via the web site shall be jointly owned by you and Valvoline excluding any Custom Forms (as defined below) which shall be owned by you and/or Edict Systems, Inc. All trademarks, service marks, and trade names (collectively, the "Marks") are proprietary to Valvoline and/or Ashland or other respective owners that have granted Valvoline and/or Ashland the right and/or license to use such Marks.

You may not use, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from this web site except as explicitly stated below:

  1. With the exception of documents and web pages relating to transactions between you and Valvoline, downloading or printing of web pages is prohibited. These web pages may not be reproduced or redistributed for commercial gain or other purposes. You may not change or delete any proprietary notices from materials downloaded or printed from this web site.
  2. Except as provided in paragraph 1, corporate names and logos may not be altered or used without the prior written permission of Valvoline.

Except as noted above, no right or license is granted for any proprietary information, copyright, patent, or trademark contained within this document.

Hyperlinks and Frames

This web site may contain links to third party web sites (the "External Sites"). Valvoline has no control over and is not responsible or liable for the External Sites, including but not limited to the content and privacy and data collection practices, even if the External Site is affiliated with Valvoline. You access them at your own risk. Links do not imply that Valvoline sponsors, endorses, is affiliated with or associated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such External Sites. Before you frame or create any kind of hyperlink to this web site, you must obtain the prior written permission of Valvoline.

Adware Programs

If you have eZula TopText, HOTtext, DesktopDollars HOTtext, ContextPro or any other variant of TopText installed on your PC, or Spedia/Surf+, or Gator Companion Popup Banner, you are expressly forbidden from accessing this web site or any other Valvoline web site.

Custom Forms

Formats for the transfer of your data on this web site may be customized for you by Edict Systems, Inc., the third party web data transfer service provider for this web site. (Such customized data formats are hereinafter referred to as "Custom Forms.") Custom Forms shall be developed under a separate contractual arrangement between you and Edict Systems, Inc. Such contractual arrangements shall neither be considered an addendum or amendment to these Terms of Use and Valvoline shall in no way be liable, indebted or obligated, financially or otherwise, for the Custom Forms or for the performance of you or Edict under such contractual arrangement.

Disclaimer

This web site is provided as a service for Valvoline's distributors. Valvoline makes no representations or warranties about the accuracy or completeness of the content of this web site or the content of any web site or web sites "linked" to this web site. Any decision made by you based on information contained in this web site or web sites "linked" to this web site is your sole responsibility. Neither Valvoline nor any of its affiliates shall be liable for any direct, incidental, consequential, indirect or punitive damages arising out of access to or inability to access this web site or the use of or reliance on any content in this web site or the content of any web site or web sites "linked" to this web site.

Valvoline assumes no responsibility for errors or omissions in the web site or any other web site that may be referenced or linked to the web site. Valvoline does not and will not guarantee, represent or warrant that defects in the web site will be corrected.

THIS WEB SITE AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS IN THIS WEB SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VALVOLINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. VALOVLINE DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEB SITE OR THE SERVER THAT MAKES THIS WEB SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VALVOLINE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS WEB SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. VALVOLINE SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY FOR CLAIMS OR DAMAGES THAT MAY RESULT FROM PROVIDING THE WEB SITE INCLUDING ANY WEB SITE MAINTAINED BY THIRD PARTIES AND LINED TO THIS WEBSITE.

Limitation of Liability

IN NO EVENT SHALL VALVOLINE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF VALVOLINE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS WEB SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

YOU HEREBY RELEASE AND FOREVER DISCHARGE VALVOLINE, ASHLAND, THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS, FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, THE ACTIVITIES THEY CONTEMPLATE, AND/OR THE WEB SITE.

Applicable Laws

Unless otherwise specified, the material on this web site is intended for use in facilitating transactions between you and Valvoline and to provide information regarding such transactions, Valvoline and its products. You agree to comply with all applicable laws, statutes, ordinances and regulations concerning your use of the web site. This web site is controlled and operated from Lexington, Kentucky. We do not imply that the materials published on this web site are designed or appropriate for use outside of the United States. If you access our web site from outside of the United States, please be aware you are responsible for compliance with any applicable local laws. To the extent any applicable local laws prohibit your viewing and use of this web site, you may not view or use this web site.

Your use of this web site shall be governed in all respects by the laws of the Commonwealth of Kentucky, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this web site (including but not limited to the purchase of Valvoline products) shall be in the state or federal courts located in Fayette County, Kentucky. Any cause of action or claim you may have with respect to this web site (including but not limited to the purchase of Valvoline products) must be commenced within one (1) year after the claim or cause of action arises. Valvoline's failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms of Use. Valvoline may assign its rights and duties under this Agreement to any party at any time without notice to you. Valvoline makes no representation that materials in this web site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this web site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of U.S. export laws and regulations.

Export Controls

You may not export or re-export any information or products received on this web site except in full compliance with all U.S. laws and regulations, including but not limited to, the U.S. Export Administration Laws and Regulations. Use contrary to those laws is prohibited. Neither the products, nor any information acquired through the use of our web site, may be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or residents, nor may the products of information be used for nuclear activities, missile projects, chemical or biological weapons, or terrorist activities, unless specifically authorized by the United States Government for such purposes. You are responsible for complying with any local laws in your country, which may impact your right to import, export or use the information or products found on our web site.

Severability and Integration

With the exception of the Distributorship Agreement, this Terms of Use statement constitutes the entire agreement between you and Valvoline with respect to this web site. If any part of these Terms of Use is held to be invalid or unenforceable, the remaining parts shall remain in full force and effect.

Independent Contractors

You and Valvoline are independent contractors. Neither is an agent, representative, or partner of the other. Neither shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other. These Terms of Use shall not be interpreted or construed to create an association, agency, joint venture or partnership between you and Valvoline.

How to contact Valvoline. If you have any questions about these Terms of Use, please contact Dexter Spradling, or at (859) 357-7601 or by email by clicking here.

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