Terms & Conditions

WD-40 Company Limited BRANDED INFLUENCER TERMS (where an agency is contracting with influencers directly for services in respect of the WD-40 brand and products (“Agreement”))

The Agency shall agree terms with the Influencer materially similar to those set out in the WD-40 Commercial Terms and:

1. Influencer shall not participate in any political debate, recreational activities, sports, drug use or other activity which could prejudice WD-40’s goodwill or reputation.

2. The Influencer has full legal capacity, is eighteen (18) years old and does not have any unspent criminal convictions.

3. The Influencer’s services (“Contribution”) will be wholly original to them (save to the extent that they incorporate material provided by the Agency); will not infringe the copyright or any other rights of any third party; will not contain any defamatory matter nor breach any contract or law, duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity; and are or will remain for the period of the engagement a "qualifying person" within the meaning of Part I of the Copyright, Designs and Patents Act 1988 (“CDPA”). The rights they have granted to the Agency are vested in the Agency/ Influencer absolutely and they have not previously assigned, licensed or in any way encumbered them now or in the future (save under the terms of use of the relevant social media platform).

4. The Influencer has disclosed in writing to the Agency all material facts that are relevant to their engagement.

5. The Influencer irrevocably grants to the Agency and WD-40 their consent to make full use of the Contribution, and any extracts from the Contribution, in all media (and given the nature of the internet transcends geographical boundaries), to use their name, images, slogans, logos and signature provided to the Agency by the Influencer (together the “Image”) for the purpose of announcing and publicising, in all media, the Influencer’s association with, and provision of the Contribution, provided that no such use shall suggest the Influencer endorses any products or services other than a WD-40 endorsed product. The Influencer acknowledges that the consent provided in this clause, negates any claim which it may have in respect of intellectual property infringement or disputes which may arise. In addition, the Influencer grants WD-40 permission to use the Influencer’s Image in connection with the Contribution for investor communications, archiving purposes, training and other internal and not primary advertising purposes.

6. The Influencer consents to WD-40 and/ or the Agency editing, copying, altering, adding to, taking from, adapting and translating the Contribution under the Agreement and dub it into one or more foreign languages.

7. WD-40 shall, have permission to continue to use the Agency image after the term of this Agreement for the purposes of fulfilling contracts entered into during the Agreement to promote units of the WD-40 products incorporating the Image.

8. The Influencer agrees to do such acts and execute such documents as the Agency may reasonably require to vest in or confirm to the Agency or (as appropriate) its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Influencer to the Agency under this Agreement.

9. The Agency shall be responsible for paying the Influencer’s fees and expenses for the Contribution and Image. In no event shall the Influencer have any claim against WD-40 in relation to the services it performs for the Agency in relation to the WD-40 brand.

10. The Influencer shall: a) keep the Agency informed of their contact details so the Agency can correspond with the Influencer where necessary; and b) inform Agency immediately of any criminal prosecution or other complaint brought against them and of any actual or likely press speculation or inquiry into them, their personal or business affairs, or publication.

11. The Influencer shall not make any claims as to the properties, functionality or other qualities of any of WD-40’s products other than those expressly authorised.

12. The Influencer shall pass on to the Agency any complaints it receives about WD-40 products which merit a response.

13. The Influencer shall not make any pejorative statement relating to WD-40, any of WD-40's other brands, staff, or the WD-40 products in public or online (including on social media).

14. The Influencer shall ensure the Contribution is done solely in accordance with the Agency’s instructions, the Committee of Advertising Practice (“CAP”) advertising code, the Competition and Markets Authority's guidance on social media endorsements and all other applicable guidance and regulations, as updated from time to time.

15. Influencer shall remove any and all posts made under the Agreement at the request of the Agency or WD-40 as soon as practicably possible but shall not remove any posts without WD-40's prior, specific consent.

16. In the Agreement Confidential Information means all information recorded in any medium or method, disclosed to or obtained by either party from the other, or a third party acting on behalf of the other, and shall include: (i) this Agreement; and (ii) any information relating to WD-40’s operations, intellectual property processes, plans, inventions, equipment, know how, designs, trade secrets, software, opportunities and business affairs: a) Influencer shall at all times during the continuance of the relationship and after its termination, keep all Confidential Information of WD-40 confidential and not use any Confidential Information of the other party for any purpose other than the performance of its obligations under this Agreement; b) Influencer may disclose any Confidential Information of the other party to: (i) any governmental or other authority or regulatory body; or any of its own employees, to such extent only as is necessary for the purposes contemplated by the Agreement or as required by law; or (ii) to the extent only that it is in the public domain; or was known to it prior to being disclosed; and c) monetary damages would not be a sufficient remedy for breach of and WD-40 or the Agency may seek injunctive relief or specific performance as a remedy.

17. Influencer shall comply with the WD-40 supplier code of conduct and brand book and shall not alter any WD-40 trademark or trade dress without the consent of WD-40.

18. Nothing in the Agreement shall create a partnership, agency or employment relationship between the parties and WD-40.

19. This Agreement comprise the entire agreement between the parties with respect to its subject, superseding all previous agreements and understandings.

20. Any variation of the Agreement needs to be made in writing, signed by an authorised representative of each party.

21. If any provision of this Agreement shall be found by to be invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. Any reference to a statutory provision shall include references to that provision modified or re-enacted; and the terms other, including and in particular or any similar expression shall be construed as illustrative only.

22. Except for any member of the WD-40 group (whose consent is not required to rescind or vary this Agreement), no other person may enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

23. No failure or delay on the part of either party in enforcing the Agreement shall be a waiver of its rights.

24. English law governs the Agreement, and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.

25. The Influencer shall not, during the term in which it provides the Contribution and for a period of 6 months after, provide services similar to the Contribution for any brand which directly competes with the WD-40 brands unless WD-40 consents.