You represent that you have read and understood, and that you agree to be bound by this Agreement. The Website services are available to legal entities or individuals aged 18 years or older. By using the website, you represent that you are at least 18 years old.
This Licensing Agreement (the "Agreement") is entered into between you ("Contributor" or "You", the "Contributor's Site") and Once A Month Mom, LLC, an Ohio limited liability company d/b/a Once a Month Meals ("OAMM" collectively with Contributor, the "Parties").
OAMM operates a website located at https://www.onceamonthmeals.com ("OAMM Website") and other online tools that can be reached through the OAMM Website (collectively, the "OAMM Tools"). Contributor wants to provide OAMM a non-exclusive, royalty-free license to the content posted on the Contributor's Site (the "Contributor Content") so that OAMM can potentially include the Contributor Content in the OAMM Tools and the Contributor can gain access to OAMM's audience. You agree to the following terms:
- Grant of Rights
- In consideration for the opportunity to reach the wide audience that views and utilizes the OAMM Tools, You hereby grant to OAMM a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, assignable, and unrestricted license to display, perform, exhibit, reproduce, adapt, edit, transmit, distribute, communicate, make available, or otherwise use any original photographs and/or recipe posts currently (including archives) or in the future posted on the Contributor's Site (the "Licensed Content"). OAMM will only use the Licensed Content in connection with the OAMM Tools and related websites, products, and platforms, including the commercial activities of OAMM. You also waive any moral rights in the Licensed Content in favor of OAMM. This license includes the right for OAMM to use, adapt and convert the Licensed Content for OAMM's "freezer-cooking" content and you expressly agree not to object to such use.
- OAMM has no obligation to use any of the Licensed Content in any manner. If OAMM uses the Licensed Content, OAMM will provide attribution to You in the form of a hyperlink to the current location of the Licensed Content at the time of the use on Contributor's Site. OAMM is not responsible for modifying broken links.
- Contributor grants to OAMM a non-exclusive, non-transferable, non-assignable, royalty-free license to use any and all of Contributor's trademarks, trade names, service marks, trade dress, logos, URLs or identifying slogans, whether or not registered (the "Marks") in connection with OAMM's use of the Licensed Content, including, but not limited to, attributing the Licensed Content to Contributor and advertising and promoting that You are a contributor to the OAMM Tools.
- OAMM will provide attribution, as described herein, for the use of Licensed Content. OAMM will not provide any further payment or benefit for the use or adaptation of the Licensed Content. OAMM will also not reimburse You for any costs, expenses, or fees related to the development or creation of the Licensed Content.
- Term and Termination
- This Agreement begins on the Effective Date and ends on the one-year anniversary of the Effective Date (the "Initial Term"). It automatically renews for successive one-year periods unless either party exercises its option to terminate this Agreement as described below:
- After the Initial Term, You may terminate this Agreement at any time with or without cause upon thirty (30) days written notice to OAMM; or
- OAMM may terminate this Agreement at any time with or without cause upon written notice to You.
- Upon termination of this Agreement, OAMM may continue to use any Licensed Content that was being used in connection with the OAMM Tools prior to the termination of this Agreement. OAMM shall use any such Licensed Content under the same terms as detailed in Section 1.1.
- Sections 4, 5.2, and 5.3 will survive the termination of this Agreement.
- Representations and Warranties
- Each of the parties represents and warrants to the other that it has full power and authority to enter into and perform this Agreement.
- You represent and warrant to OAMM that the Licensed Content and the Marks: (i) do not infringe any third party's intellectual property rights, other proprietary rights, or rights of privacy; (ii) do not violate any law, statute, ordinance, or regulation; (iii) are not defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (iv) are not obscene or pornographic; (v) do not violate any laws regarding unfair competition, anti-discrimination, or false advertising; and (vi) do not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You also represent and warrant that the execution of this Agreement and the performance of the activities contemplated in this Agreement will not result in any breach or constitute a default under any contract to which Contributor or any of its agents, employees, or associates are a party.
- Indemnification. You shall indemnify, defend and hold harmless OAMM and OAMM's officers, directors, employees, agents, successors and assigns against all costs, expenses, and losses of any kind incurred, including reasonable attorney's fees and costs and the cost of enforcing OAMM's right to indemnification under this Agreement, arising from Contributor's breach of any representation, warranty, covenant, or obligation under this Agreement.
- LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, UNDER NO CIRCUMSTANCES, INCLUDING ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT BY EITHER PARTY OR ANY OTHER PERSON AND THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SHALL A PARTY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AND/OR REPRESENTATIVES HAVE ANY LIABILITY OR OBLIGATION TO THE OTHER PARTY OR TO ANY OF THE OTHER PARTY'S OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND/OR REPRESENTATIVES FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, ANY LOST PROFITS, ANTICIPATED INCOME OR PROFITS OR OTHER SIMILAR DAMAGES, ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES AND/OR OTHER DIRECT DAMAGES. NOTWITHSTANDING THE FOREGOING OR ANY CONTRARY PROVISION OF THIS AGREEMENT, NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT ANY PARTY'S INDEMNITY OBLIGATIONS FOR THIRD-PARTY ACTIONS, CLAIMS, OR PROCEEDINGS.
- Warranty Disclaimers. YOU EXPRESSLY AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR PARTICIPATION IN THE BLOG PARTNER PROGRAM IS AT YOUR OWN RISK. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES OFFERED IN THE BLOG PARTNER PROGRAM ARE MADE AVAILABLE TO YOU ON AN "AS IS" BASIS, WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER OAMM NOR ANY OF ITS RELATED COMPANIES OR AGENTS MAKES ANY WARRANTY, CONDITION OR REPRESENTATION WHATSOEVER REGARDING THE BLOG PARTNER PROGRAM, ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH IT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, OAMM HEREBY EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, (1) AS TO THE AVAILABILITY, ACCURACY OR CONTENT ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE BLOG PARTNER PROGRAM OR ANY OTHER OAMM SERVICE, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Notice. Any notice required or permitted to be given hereunder may be effectively given by letter delivered either by personal delivery, registered mail, or electronic means, addressed to the recipient as follows:
PO Box 588
Fairborn, Ohio 45324
- Relationship of the Parties: The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.
- Choice of Law: All issues and questions related to this Agreement are governed by the laws of the State of Ohio without regard to any choice or conflict of law rules.
- Dispute Resolution. BY ENTERING INTO THIS AGREEMENT OR PARTICIPATING IN THE BLOG PARTNER PROGRAM OR OTHER OAMM SERVICE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OF A DISPUTE RELATED TO THE BLOG PARTNER PROGRAM OR THIS AGREEMENT WILL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO ANY EQUIVALENT OR SIMILAR AGREEMENT OR OTHERWISE PARTICIPATING IN THE BLOG PARTNER PROGRAM OR OTHER OAMM SERVICE, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. NO ARBITRATION PROCEEDING OR OTHER LEGAL ACTION MAY BE COMMENCED REGARDING ANY DISPUTES ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT, THE BLOG PARTNER PROGRAM OR ANY PART OF THE OAMM SERVICE MORE THAN ONE (1) YEAR AFTER THE DATE THAT THE ALLEGED BREACH OR OTHER GROUNDS FOR DISPUTE ORIGINALLY OCCURRED.
- Arbitration. Any controversy or claim arising out of this Agreement or any alleged breach of this Agreement shall be resolved by means of binding arbitration before a single arbitrator in accordance with the then existing Commercial Arbitration Rules of the American Arbitration Association, including the Optional Rules for Emergency Measures of Protection. The arbitration shall be held in Greene County, Ohio unless otherwise agreed upon by the Parties. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party's actual damages. The arbitrator shall issue a reasoned award. Judgment upon the arbitrator's award may be entered in any court having jurisdiction. The arbitration proceedings and arbitrator's award shall be maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties' respective attorneys, tax advisors and senior management and to family members of a party who is an individual.
- Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings and agreements.
- Modification: Contributor agrees that OAMM may propose an amendment to this Agreement by submitting the proposed amendment (the "Updated Terms") to the e-mail address noted in Paragraph 6 with instructions of how to "opt-out" of the Updated Terms and a deadline by which to do so. Contributor agrees that Contributor's choice or failure to not opt-out of the Updated Terms by the stated deadline as instructed shall constitute Contributor's express agreement to the Updated Terms as of the stated deadline. No waiver by any party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the party so waiving.
- Amendment: Except as it relates to the Updated Terms, no amendment to or modification of this Agreement is effective unless it is in writing and signed by each party.
- Waiver: Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement is a waiver thereof; nor does any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Severability: If any provision of this Agreement is illegal or unenforceable, that provision is severed from this Agreement and the other provisions remain in force.