OFFICIAL TERMS AND CONDITIONS

TEAM VALVOLINE REWARDS PROGRAM

Official Terms and Conditions

 

1.  Acceptance of Terms

Participation in this Team Valvoline Rewards Program (“Program”) constitutes entrant’s full and unconditional acceptance of the following Official Terms and Conditions.  Program is sponsored by Valvoline, Inc., Lexington, KY 40509 (“Sponsor”). Sponsor is not responsible for printing errors in these Official Terms. This program, together with the content, incentives and rewards, information sharing and other services available in this Program, are collectively referred to herein as the Service.

The following are the current terms and conditions for use of this Program and Service.  Except certain aspects of the Service that may be available to Public Users, the Service is provided only to users who become Members (as such terms are defined below).  The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (Terms of Service).  The Terms of Service shall be deemed to include all other operating rules, policies and procedures that are referred to herein or that may otherwise be published at the Program by Sponsor from time to time (collectively, Policies), including without limitation, Policies that may be published in respect of:

  • Privacy
  • Copyright

The Terms of Service are in addition to (not in lieu of) any other agreement (whether in writing or clickwrap) that you have entered into with Valvoline (now or in the future) regarding any Service (Other Agreements).  If there is any conflict between the Terms of Service and those of any Other Agreement, the terms of the Other Agreement shall control.

           IF YOU DO NOT AGREE TO ALL OF THE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE SERVICE.  COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE PROGRAM OR SERVICE WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF SERVICE, WITHOUT MODIFICATION.

2.  Changes

            Sponsor reserves the right, at its sole discretion, to modify or replace the Terms of Service (including any Policy), in whole or in part, at any time.  Sponsor will use reasonable efforts to notify Users of any material change at least 30 days in advance of the effective date of any change. Change notices may be communicated by postings in the Program or, in the case of Members, electronic mail.  In any case, Users should periodically check the Terms of Service for changes.  Continued use of the Service following such notice of any change to the Terms of Service constitutes User’s acceptance of those changes.  The Terms of Service may not be otherwise be amended, except by a written agreement executed by User and Sponsor.

Sponsor reserves the right to cancel the Program at any time and allow at least 60 days notice of the intent to terminate program/points to allow ample time for redemption of points. 

 3.  Eligibility

This Service is open to legal residents of the 50 United States and the District of Columbia who are at least 13 years of age or older at the time of participation.  If you do not so qualify, you are prohibited from accessing, using and registering for the Service.  Sponsor will not collect personally identifiable information from any person that is actually known to us to be a child under the age of 13.

The term Users includes all registered and unregistered users that access or use the Program or Service.  Each User that properly completes the registration process shall be considered a Member for the purposes of the Terms of Service.  Users that do not complete the registration process, or whose registration is not accepted, shall be considered Public Users.  Public Users have limited access to the Service, if at all.

Sponsor may refuse to offer or continue offering the Service to any person or entity and may change its eligibility criteria from time to time.

4.  Registration

To become a Member, each User must complete the registration process by providing Sponsor with current, complete and accurate information, as more specifically required by the current registration procedures. By way of illustration and not limitation: prospective Members may be required to provide their name, password, legitimate electronic mail address and certain additional information (such as, for example, preferred contact method and products and services of interest); and in order to obtain certain Services applicable to the Rewards Program (as further described below), Members may be required to provide mobile telephone account information for prize awarding purposes. Members shall maintain and update their registration data from time to time, to ensure that it is always current, complete and accurate. Users may apply for registration at www.teamvalvoline.com. Sponsor may refuse to accept any User's application to register as a Member, in its sole discretion.

Upon acceptance, Sponsor will provide confirmation to the Member. Each Member is solely responsible for maintaining the confidentiality of its access and other account information, and will be solely liable for any and all activities under its account. Member shall be responsible for keeping all account information up-to-date. Member agrees to notify Sponsor immediately of any unauthorized use of Member's account or any other breach of security. At this time, a User must register to become a Member of each Program separately and no transfer (or sell) of points or redeemed rewards are permitted.  Any accounts suspected of this will lead to forfeiture of acquired points and possible suspension or termination of the account(s).

5.  Privacy

Sponsor’s current Privacy Policy is available at http://team.valvoline.com/privacy.  Sponsor will not edit, delete or disclose the contents of User’s data in connection with the Service unless (a) reasonably necessary to perform the Service, (b) authorized by the User, (c) otherwise permitted under the Privacy Policy or (d) Sponsor reasonably believes that such action is necessary to (i) conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, (ii) protect or defend the rights of property of Sponsor or any User or (iii) enforce the Terms of Service or any Other Agreement.

6.  Rewards Program

The Service may include one or more programs (the Rewards Program) where Members can accumulate and redeem loyalty rewards points (Points), on an individual basis and solely for their own account.  The Rewards Program may be structured to offer certain benefits based on the Member’s current balance of “redeemable” Points (that is, Points that have not previously been redeemed) or “lifetime” Points (that is, all prior Points accumulated by Member, whether previously redeemed or not).

From time to time, Sponsor will establish (at its sole discretion) loyalty criteria pursuant to which Member’s may “earn” Points (such as, for example: by registering for this Service; by sharing User Content at the Program; by engaging in certain activities at the  Site (as defined below), watching posted videos; by engaging in certain specified activities related to social networks).  Points may expire (and become non-redeemable) after a specified period of time as determined by Sponsor at their sole discretion.

From time to time, Sponsor may offer benefits or privileges to Members in exchange for redemption of a specified number of Member's Points. The nature of those benefits or privileges, and the number of Points required to obtain such benefits or privileges, shall be established by the Sponsor and are subject to change.

Member acknowledges and agrees that:

  • Points have no "real world" or cash value.
  • Points have no purpose or use except in exchange for benefits or privileges (if any) offered by Sponsor via the Service.
  • Redemption offers may be time-limited or available only in limited quantities.
  • Limits by reward and category type will apply; category limits are outlined below:
    • Sweepstakes – unlimited entries per point value
    • Discount – unlimited entries per point value
    • General Merchandise – unlimited per point value
    • Apparel – limit up to four per account and eight per household per calendar year
    • Autographed Merchandise – limit one per account and two per household per calendar year
  • The number of points associated with specific activities or required for specific redemption offers are subject to change at any time.  Points may only be used at the Program to which they apply and, therefore, cannot be redeemed at or transferred to Member's account at any other Program.  Member's Points cannot be redeemed by, or sold or otherwise transferred to, any other Member of this Program.
  • Prizes are subject to availability.  Sponsor reserves the right, in their sole discretion, to delete, add, modify or substitute merchandise of equal or greater value at any time and for any reason.
  • By redeeming the Points and accepting the prize(s), Member will be solely responsible for all (i) federal, state, provincial and/or local taxes (if any); and (ii) other fees and expenses associated with the receipt and use of the Points
  • Receipt of a prize constitutes permission (except where prohibited), for Sponsor and its designees to use Member’s name, voice, image, likeness, statements, biographical information and any other personal characteristics, in any and all media now or hereafter known, for any purpose, including without limitation advertising, marketing, promotional and/or publicity purposes without additional compensation to Member.
  • Member, as a condition of participation in the Rewards Program, hereby releases Sponsor and its affiliates and partners from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with the earning, redemption, use or otherwise participating in any aspect of the Clubs/Program and Rewards Program, the receipt, ownership or use of any Rewards received.
  • Prizes are awarded “AS IS” and without warranty of any kind, express or implied, including but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
  • Sponsor will arrange for the prizes to be delivered to Member’s destination of choice within the fifty (50) United States. However, the number of days in transit is not guaranteed and depends on the final destination. Sponsor is not liable to Member for any loss, delay or mis-delivery of the prize. Any unclaimed and unused portion of the redemption offer or prize package will be forfeited.
  • Sponsor is not responsible for any unavailability of or interruptions to any service or equipment used in connection with the Program, including, without limitation, (1) interruptions to any network, server, Internet, website, telephone, satellite, computer or other connections, (2) failures of any telephone, satellite, hardware, software or other equipment, (3) garbled, misdirected or jumbled transmissions, or traffic congestion, (4) other errors of any kind, whether human, technical, mechanical or electronic, or (5) the incorrect or inaccurate capture of Points, redemption prizes or other information or the failure to capture any such information.
  •  Sponsor reserves the right to disqualify, in their sole discretion, any person tampering with the operation of the systems required to conduct the Program or operate the http://www.teamvalvoline.com web site, or who is otherwise in violation of these Terms of Service.
  • Any account, which has been dormant for a period of twelve (12) months may, at Sponsor’s sole discretion, be deemed void and all Points in that account may be removed and may not be reinstated.
  • Upon termination of Member's registration for any reason, all Points are lost to the extent permitted by law, regardless of how they were acquired by Member.
  • Any account may be audited on a regular basis in the event of suspected fraudulent activity, as it relates, but not limited to Points and prize awarding purposes.  Sponsor reserves the right to delay the processing of Points, restrict access to Member account or remove Points from an account if it determines that such Points were obtained fraudulently or Points were improperly credited to such account.
  • Sponsor’s ability to accurately credit Points to Member's account based on Member's activities at social networking sites may be restricted by the terms, conditions or functions of such sites.
  • Points are not valid unless earned in strict compliance with the requirements as established and intended by Sponsor, and Member shall not attempt to earn Points by any means (including without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements.
  • Sponsor reserves the right to cancel the Program at any time and allow at least 60 days notice of the intent to terminate program/points to allow ample time for Member to exercise redemption of points. 
  • Sponsor’s good faith determination of the amount of Points available to any Member hereunder shall be final and binding.

7.  Fees

Except as expressly provided otherwise in the Terms of Service, each Member or other User is solely responsible for all of its costs and expenses related to the Service.

Sponsor determines whether (and how much) Users will be charged to access the Program and use the Service. In the case of any Program and Service that are initially made available without charge, Sponsor may later decide to charge for accessing or using some or all of the features of the Program and Service. In the case of any Program or Service where a subscription or other fee is charged, the Sponsor may later decide to change the price of that fee. Users will be notified of fee changes in accordance with Section 2. User hereby agrees to pay all applicable fees for Program and Services that are identified as fee-bearing, in the amounts, at the times and subject to the other payment terms specified by the Sponsor.

8.  Forums

The Program may include discussion forums or other features, where Members may upload, display or transmit user generated content and other information of interest to those Members (including without limitation, User Content).  By posting content to www.teamvalvoline.com (such as testimonials), you grant Sponsor permission to display, modify, reproduce, and distribute the content for advertising and promotional purposes and without compensation or approval.

Because Sponsor does not review the substance of Member postings on the Program or other communications via the Service, every Member must be careful in dealing with other Members to avoid fraud. Member acknowledges that information provided by other Members may, despite the prohibitions set forth in the Terms of Service, be harmful, inaccurate or deceptive. Authentication of the true identity of Internet users is difficult, and so Sponsor cannot and does not confirm that each Member is the person who they claim to be.

Sponsor is not involved in Member-to-Member dealings and, therefore, each Member agrees, in connection with any use of the Service: (a) to release and hold harmless Sponsor and their respective parents, affiliates, subsidiaries, employees, contractors, officers, directors, members, partners and representatives from any and all claims, demands, damages and liabilities, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with use of the Service by such Member (including any disputes with other Members using the Service); and (b) to attempt to settle any disputes directly with such other Member or other third party.

9.  User Rules and Conduct

The Service is provided to Users only for their personal, noncommercial use. Any unauthorized use of the Service (including without limitation, accessing the Rewards Program or other aspect of the Service for which the User is not authorized, or any commercial use not expressly permitted in the Terms of Service, such as, for example, reselling any content or information to third parties) is expressly prohibited. Each Member is solely responsible for all acts or omissions that occur under its account or password, including User Content posted to or transmitted via the Service.

As a condition of use, each User hereby promises that it will not use the Service for any purpose that is unlawful, commercial in nature (such as, for example, raising money for anyone, advertising or promoting any product, service, pyramid scheme or other venture) or prohibited by the Terms of Service or any Other Agreement, or any other purpose not reasonably intended by Sponsor. User agrees to abide by all applicable local, state, and national laws, regulations and rules. Without limiting the foregoing, Members shall not use the Service for the purpose of money laundering, bid rigging, price fixing or other unlawful collusion, price signaling or exchange of competitively sensitive data or information.

By way of example, and not limitation, each User agrees not to (a) take any action or (b) upload, post, submit or otherwise distribute or facilitate distribution of any User Content (including text, communications, software, photographs, videos, sound recordings, data or other information) using any communications service, discussion forum, directory, survey, feedback or other service available on or through the Service, in any manner, that:

  • Is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another's privacy, tortious, obscene, profane or which otherwise violates the Terms of Service or any Other Agreement;
  • Infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any party;
  • Reveals any personal information about another individual, including another person's name, address, phone number, electronic mail address, credit card information or any other information that could be used to track, contact or impersonate that person;
  • Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"), chain letters or any form of lottery or gambling;
  • Imposes an unreasonable or disproportionately large load on CrowdTwist's computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise;
  • Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Sponsor or any third party;
  • Creates Member accounts by any automated means or under false or misleading pretenses;
  • Harvests, scrapes or collects any information from the Program or Sponsor Site;
  • Disguises the source of User Content posted by User; or
  • Impersonates any person or entity, including any employee or representative of Sponsor or other Program Affiliate (defined below).

Member agrees that Points are not valid unless earned strictly in compliance with the requirements as established and intended by Sponsor, and Member shall not attempt to earn Points by any means (including without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements. Member shall perform all of its obligations in respect of any Rewards Program transaction entered into in connection with using the Service.

Sponsor may, at its sole discretion, immediately suspend or terminate any User's access to the Service should its conduct fail (or appear to fail) to strictly conform to any provision of this section 9.

10.  Content

Sponsor has no obligation to monitor the Service or any User’s use thereof. However, Sponsor reserves the right at any time and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including law enforcement).

Sponsor has no obligation to pre-screen, authenticate, validate, monitor, moderate or edit any User Content. However, Sponsor and its agents have the right, at their sole discretion, to remove at any time any User Content that, in Sponsor’s judgment, does not comply with the Terms of Service or any Other Agreement or otherwise appears harmful, objectionable or inaccurate. Sponsor is not responsible for any failure or delay in removing any such content.

User shall not post any confidential content or other proprietary information that it desires to or is under obligation to keep secret.

11.  Third Party Sites

The Service may permit Users to access the Program from and to link from the Program to other websites on the Internet, including without limitation, the website affiliated with Sponsor, who is the focus of this Program (Sponsor Site). These other websites are not under Sponsor’s control, and User acknowledges and agrees that Sponsor is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by Sponsor or any association with its operators. Additional or different terms and conditions may apply when Users are accessing and using such other websites.

12.  Participation in Additional Promotions of Affiliates

Any dealings by Users with the Sponsor, advertisers and other vendors (collectively, Program Affiliates) via the Service, or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between the User and Program Affiliate or other third party.

13.  Proprietary Rights

User acknowledges and agrees that the Program, Service and all content and materials created by or for Sponsor and made available on the Program are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Sponsor (and its licensors) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Unless and only to the extent expressly authorized by Sponsor, each User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Program, Service or such content and materials. However, unless the Service otherwise restricts the Member from doing so, Member may print or download a reasonable number of copies of the materials or content from the Program for the Member's personal, noncommercial purposes; provided, that Member retains all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from the Program by any User to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Sponsor’s express prior written permission.

IMPORTANT:

If User desires to make any use of any Program content for any purpose other than personal, noncommercial reference, then User shall first secure permission from the owner of that content.

Reproducing, copying or distributing any content, materials or design elements from the Program for any other purpose is strictly prohibited without Sponsor’s express prior written permission. Attempting to access or use the Program, Service, content or materials for any purpose not expressly permitted in the Terms of Service is prohibited.

14.  License to Sponsor

By uploading, posting, submitting or otherwise distributing User Content of any kind to the Program, each User hereby:

  • grants and agrees to grant to Sponsor and its affiliates and licensees a non-exclusive, transferable, perpetual, irrevocable, non-exclusive, royalty-free right and license (with right to sublicense) to use, reproduce, publicly display, publicly perform, adapt, collect, modify, delete from, distribute, transmit, promote and make derivative works of the User Content, in any form, solely for the purposes of offering, providing, marketing and promoting the Program and Service (including without limitation, being exported under content sharing arrangements with other websites); and
  • represents and warrants that all User Content includes appropriate attribution to the copyright owner; and
  • represents and warrants to Sponsor that User owns or otherwise controls all rights to such User Content and that public disclosure and use of the User Content by Sponsor (including without limitation, publishing content at the Program) will not infringe or violate the rights of any third party; and
  • acknowledges and agrees that the User Content is intended to and will be made available to, and used by Sponsor and other Users.

IMPORTANT:

User agrees that he or she will not contribute any User Content unless User has all of the rights (including rights from the copyright owner) necessary to grant Sponsor the use license, and to satisfy all of the warranty requirements, described above.

Notwithstanding the foregoing, the Service may provide each User with the ability to remove some or all of the User Content posted to the Program by such User. Following any such removal, Sponsor will use commercially reasonable efforts to discontinue any further display, performance and distribution of such User Content by Sponsor at the Program; providedhowever, User acknowledges and agrees that Sponsor may continue using such User Content in the same manner and for the same purposes as it did prior to removal of such content (such as, for example, content used in any advertising created prior to removal) and that Sponsor shall have no responsibility or liability in respect of any content that has been exported by Sponsor or shared with other Users via the Service or that has been downloaded or copied by Users to other websites, systems and devices.

15.  Termination.

Sponsor may terminate any User's access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. Upon Sponsor termination, Members may be given sixty (60) days notice to redeem active Points.  If Member wishes to terminate its registration and account, Member may do so at any time by accessing the delete account feature on their Member account page.

Upon any termination, all rights and obligations of the parties shall cease and User shall immediately cease using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of the Terms of Service shall survive and (b) the provisions of Sections    12 – 23 shall survive. After termination, Sponsor has no obligation to maintain any content in Member's account (including without limitation, records regarding Member's Points, which will be irrevocably forfeited) or to forward any unread or unsent messages to Member or any other User or third party.

16.  Disclaimer of All Warranties.

THE PROGRAM AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE PROGRAM AND SERVICE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SPONSOR AND THEIR RESPECTIVE AFFILIATES, CONTRACTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, PARTNERS, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USER'S USE OF THE SERVICE IS SOLELY AT ITS OWN RISK.

17. Limitation of Liability

User agrees that Sponsor and their respective affiliates shall not be responsible or liable for any unauthorized access to, alteration or use of User's account, transmissions or data, any material or data sent or received or not sent or received through the Service. User agrees that neither Sponsor and their respective affiliates is responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another's rights, including intellectual property rights.

IN NO EVENT SHALL SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES, CONTRACTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, PARTNERS, LICENSORS AND SUPPLIERS BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE PROGRAM OR SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS PAID TO SPONSOR BY USER (AND RETAINED BY SPONSOR HEREUNDER DURING THE PREVIOUS 12-MONTH PERIOD) OR US $50.00, WHICHEVER IS GREATER, EVEN IF SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

18.  Indemnification

User agrees to (a) defend Sponsor and their respective employees, contractors, officers, directors, members, partners and representatives against any action or suit by a third party that arises out of any transaction with the Sponsor or other Program Affiliate or other Member in which User is involved, User's use or misuse of the Service, or User's breach of any of its representations, warranties or covenants under the Terms of Service and (b) indemnify Sponsor for any settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) awarded and arising out of such a claim. Sponsor, as applicable, reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will assist and cooperate with Sponsor in asserting any available defenses.

19.  International Use

Sponsor makes no representation that the Service is appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. Users that access the Service from other locations do so at their own initiative and are responsible for compliance with local laws.

20.  No Class Relief, Choice of Law and Forum

A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. User and Sponsor agree that any claim or cause of action arising out of or related to the Service must commence within one (1) year after the claim or cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Service shall be governed by and construed in accordance with the laws of the State of Kentucky, excluding its conflicts of law rules, and the United States of America. In the event of any conflict between U.S. and foreign laws, rules and regulations, U.S. laws, rules and regulations shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this Section 20.

21.  Integration and Severability

The Terms of Service (including the Policies, and together with any Other Agreements) are the entire agreement between User and Sponsor with respect to the Service and use of the Program, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and Sponsor with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.

22.  General Provisions

User's rights and obligations under the Terms of Service are personal to User, and are not assignable, transferable or subject to sublicense by User except with Sponsor’s prior written consent. Sponsor’s may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

©2017 Valvoline LLC