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 and Affiliate Program Agreement (the “Agreement” or “Terms and Conditions”) is entered into between you (“Contributor,” “Affiliate” 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,” “we”, “us” or “our” collectively with You, the “Parties”) and governs Your participation in the OAMM Affiliate Program and the OAMM Recipe Affiliate Program.

OAMM operates a website located at https://www.onceamonthmeals.com (“OAMM Website”) and other online tools, including, but not limited to, Menu Builder, a meal planning app, that can be reached through the OAMM Website (collectively, the “OAMM Tools”). The OAMM Website and OAMM Tools are resources for those wanting to create monthly freezer menus and meals that incorporate seasonal recipes for a variety of dietary needs. The OAMM Recipe Affiliate Program offers Contributors the opportunity to potentially have their original content included in the OAMM Tools.

  1. General Provisions
    1. Term and Termination.
      1. 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:
        1. 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
        2. OAMM may terminate this Agreement at any time with or without cause upon written notice to You.
      2. 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, as defined below in Section II.A.i under the same terms as detailed in Section II.
      3. Either party shall have the right to immediately terminate this Agreement for the other party’s violation of Representations and Warranties or any suspected fraudulent, abusive or otherwise illegal content or activity.
      4. Sections I.B, V, VI, VII.I, VII.J. VII.M will survive the termination of this Agreement.
    2. Intellectual Property Rights. You acknowledge our exclusive right, title, and interest in and to all trademarks, service marks and trade names associated with the OAMM Website and the OAMM Tools including all content on our web sites (“OAMM Marks”). You acknowledge and agree that You will not have or obtain any rights in any of the OAMM Marks, and that You will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the OAMM Marks nor will You purchase or use in any manner any of the OAMM Marks in Your search engine or other marketing activities. You further agree that You will not assert any copyright, trademark or other proprietary rights in any OAMM Materials, or any part of these items or in any derivative work of these items. Except for the right to use the OAMM Materials as set forth in this Agreement, nothing contained in this Agreement shall be construed to grant You any right, title or interest in or to any intellectual property of OAMM. You also acknowledge that all right, title and interest in and to the content provided to You by OAMM via the Recipe Affiliate Program or Affiliate Program, including the OAMM Materials (as defined in Section III.D) are exclusively owned by OAMM and/or its licensors. We disclaim any and all implied licenses and reserve all rights not expressly granted herein.
  2. OAMM RECIPE AFFILIATE Program. 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:
    1. Grant of Rights
      1. 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.
      2. 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.
      3. 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.
      4. 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.
    2. Representations and Warranties
      1. Each of the parties represents and warrants to the other that it has full power and authority to enter into and perform this Agreement.
      2. 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.
  3. OAMM Affiliate Program. BY COMPLETING AND SUBMITTING THE ONLINE REGISTRATION FORM FOUND AT https://onceamonthmeals.com/become-a-partner/ (“the Registration Form”) YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. This Agreement explains our obligations to You, and Your obligations to us, in relation to the Affiliate Program. Other than our commitment to pay referral fees under Section III.F, which will be fulfilled solely by us, we may cause any of our obligations under this Agreement to be performed by someone else. Completing and submitting the Registration Form does not guarantee Your acceptance into the Affiliate Program.
    1. Your Participation. If You complete the Registration Form, execute this Agreement, and are accepted as an Affiliate in the Affiliate Program, OAMM will provide You with a custom URL (the “Affiliate URL”) that You can post on the site(s) listed on Your Registration Form (the “Sites”) and which will be used to calculate any payments OAMM will owe to You as part of the Affiliate Program. You are not allowed to place Your Affiliate URL on web sites that are not identified on the Registration Form or later accepted into the Affiliate Program and You are not entitled to payment for traffic from such web sites. As a condition of Your participation in the Affiliate Program, You agree to (i) comply with applicable laws and use ethical and legal business practices, and (ii) ensure that You or the Site provider with which You have a contractual agreement maintains a privacy policy on such Site that is made available to users of the Site.
      1. You may not create or design Your website or any other website that You operate, explicitly or implied in a manner which resembles our website nor design Your website in a manner which leads customers to believe You are OAMM or any other affiliated business.
      2. OAMM reserves the right, at any time, to review Your placement and approve the use of Your links and require that You change the placement or use to comply with the guidelines provided to You.
      3. It is entirely Your responsibility to follow all applicable intellectual property and other laws that pertain to Your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. OAMM will not be responsible (and You will be solely responsible) if You use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
    2. Your Information. You grant to OAMM and its related companies (which include but are not limited to our direct and indirect subsidiaries and parent company (“Related Companies”)), the right to transmit, process and maintain the personal and business information that You provide to us via the Affiliate Program. Further, You grant OAMM and its Related Companies the right to use such information for OAMM’s and its Related Companies’ business purposes and share such information with selected third parties, including but not limited to OAMM’s agents, accountants, attorneys and other representatives for OAMM’s and its Related Companies’ business purposes.
    3. Your Application. We may approve or reject Your application at our sole discretion. We may cancel Your application if we determine that Your site is unsuitable for our Program, including, but not limited to, if it:
      1. Promotes sexually explicit materials;
      2. Promotes violence;
      3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
      4. Promotes illegal activities;
      5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
      6. Includes “Once A Month Meals” or variations or misspellings thereof in its domain name;
      7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
      8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program; and
      9. Fails to abide by FTC rules related to disclosure.
    4. Your Affiliate URL. You agree that You will present Your Affiliate URL in compliance with any directions provided to You by OAMM, if any. You will direct Your Affiliate URL to the location(s) indicated to You by OAMM and provide attribution to OAMM on each page of Your Site displaying Your Affiliate URL. You agree that Your Affiliate URL and related information or materials provided by OAMM (“OAMM Materials”) may not be altered, modified, circumvented, impaired, disabled or otherwise interfered with by You, including with respect to any tracking code and/or other technology and/or methodology required or established by OAMM in connection with the Affiliate Program. You further agree to make updates to Your Affiliate URL or its implementation as and when requested by OAMM. You understand and agree that breach of this provision or any part hereof may result in immediate termination of Your participation the Affiliate Program. We reserve the right to limit the Affiliate URLs available through the Affiliate Program.
    5. Representations and Warranties.
      1. Affiliate: You represent and warrant that:
        1. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform Your obligations under this Agreement, without the approval or consent of any other party;
        2. You are the registered owner, lawful operator, or have the necessary contractual rights with third parties to provide and display Your Affiliate URL on the Site(s);
        3. if You are a natural person, that You are over eighteen (18) years old;
        4. all information You provide to us, including but not limited to information provided in the Registration Form and all other information about Your business provided in connection with the Affiliate Program, will be accurate, complete and current, to the best of Your knowledge, and kept up to date throughout the duration of this Agreement;
        5. You have sufficient right, title and interest in and to the rights granted to us in the Agreement;
        6. You have not or will not violate any law or regulation;
        7. You will not infringe or misappropriate in any manner any copyright, patent, trademark, trade secret or other intellectual property right of OAMM, its Related Companies, or any third party;
        8. the Sites do not contain any material that is false, misleading or objectionable content (including but not limited to content that is obscene, containing excessive advertisements, defamatory, libelous, threatening, violent, hate-oriented, illegal or promoting illegal activities or goods).
      2. OAMM: OAMM represents and warrants that it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the OAMM Materials and Your Affiliate URL will not knowingly (i) infringe or misappropriate any U.S. patent, copyright, trade secret, trademark or other right of You, Your third party affiliates, or any third party, (ii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines; and (iii) contain any material that is unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, or otherwise objectionable, including, without limitation, any material that supports or otherwise encourages wrongful conduct that would constitute a criminal offense, give rise to civil liability, bring disrepute onto You or Your third party affiliates or otherwise violate any applicable local, state, national or international laws.
      3. Mutual. Each Party represents and warrants as of the Effective Date and at all times throughout the term of this Agreement: (i) that the execution of this Agreement by such Party and performance of its obligations thereunder comply with all applicable laws, rules, and regulations (including privacy and obscenity laws); and (ii) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.
    6. Payment and Reporting. You agree as follows:
      1. For each month or portion thereof in which You participate in the Recipe Affiliate Program, OAMM will pay You Fifteen US Dollars ($15) for each New Member that purchases a monthly membership and Forty US Dollars ($40) for each New Member that purchases a yearly membership. Any payment owed to You under this section is an “Affiliate Payment.” For purposes of calculating the Affiliate Payment owed to You, a “New Member” means a natural person who meets all of the following criteria:
        1. He or she clicks through Your Affiliate URL and is taken to the join page (http://onceamonthmeals.com/membership/join/) where a cookie will be dropped for a period of 30 days.
        2. He or she registers and pays in full for either a monthly or yearly membership to the paid content on onceamonthmeals.com; and
        3. He or she has not previously been a registered member of onceamonthmeals.com or onceamonthmom.com. This determination is made in OAMM’s sole discretion.
      2. Registration fees refunded to any New Member for any reason will be deducted from the Affiliate Payment. If the refund occurs within the time period for payment, OAMM will not make payment for that sale. If the refund occurs after OAMM had paid the commission, the corresponding amount will be deducted from the next Affiliate Payment. OAMM shall only make an Affiliate Payment for New Member accounts that are paid in full.
      3. OAMM will pay the Affiliate Payment for the previous month’s activity within forty-five (45) days following the end of each month. OAMM will make one or more payment methods available to You, in our sole discretion. If You have provided incorrect payment information, we will defer payment of Your Affiliate Payment until the payment period after which the payment information is corrected. All payments under this Agreement will be made in U.S. Dollars.
      4. We reserve the right to withhold or adjust any payment to You in the event of any reasonably suspected or actual violation of this Agreement or other policy or guideline established by OAMM in connection with the Affiliate Program. In particular we reserve the right to withhold or adjust any payment based on any amounts which result from any activity generated by any person, robot, automated program or similar device in violation of this Agreement as reasonably determined by OAMM. You agree to forfeit and/or have offset any payments made which are determined by OAMM (in our sole discretion) to have been generated by You or from Your Site(s) in violation of this Agreement or other policy or guideline established by OAMM in connection with the Affiliate Program.
      5. You agree to pay all applicable taxes imposed by any government entity in connection with Your participation in the Affiliate Program. You are solely responsible for providing and maintaining accurate contact and payment information in connection with Your participation in the Affiliate Program. U.S. taxpayers must provide, among other information, a valid U.S. tax identification number and a fully-completed Form W-9. Non-U.S. taxpayers either a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, and signed certification that the taxpayer does not have U.S. activities as required by the U.S. tax authorities.
      6. Any questions, claims or disputes regarding any charges or payments must be raised with us in writing within sixty (60) days after the date of Your receipt of such charges or payments, or else the charges or payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted in writing within sixty (60) days of Your receipt of the applicable charges or payments. Payment shall be calculated solely based on records maintained by OAMM.
    7. Right to Suspend, Change or Cancel Affiliate Program. We may, for any period of time, suspend the Affiliate Program to undertake any routine or emergency work to the Affiliate Program or the OAMM Tools. We reserve the right, in our sole discretion, to change all or part of this Agreement and/or other policies or guidelines related to the Affiliate Program, including but not limited to, prohibiting certain Site content, changing the basis of compensation and/or changing the payment schedule. We further reserve the right to change or discontinue the Affiliate Program altogether. We may make these changes at any time, with or without notice to You. It is Your responsibility to check for changes or updates to this Agreement or other guidelines of the Affiliate Program, which we will make available at http://onceamonthmeals.com/affiliates. Changes or updates to the Affiliate Program or these Terms and Conditions shall be effective immediately upon our posting such changes or updates. Your continued participation in the Affiliate Program will constitute Your acceptance of the then-current terms and conditions and any other policies or guidelines associated with the Affiliate Program.
    8. Prohibited Activities. You agree that You shall not engage in or knowingly permit and shall take commercially reasonable steps to prevent any of the following activities on any Site:
      1. artificially inflate traffic counts to the OAMM Tools or Affiliate Payments using any robot, automated program or similar device or other means (including manual), or permit, allow or encourage anyone else to do so. You further agree not to place Your Affiliate URL in search engine advertising, newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks;
      2. place Your Affiliate URL in a misleading way for any user, obscuring or partly obscuring Your Affiliate URL from any user’s view;
      3. click on, or provide users of Your Site or any other party any deceitful incentives or encouragement to click on Your Affiliate URL (including but not limited to displaying “support this Site” content);
      4. except as expressly permitted herein, modify, alter, impair or disable or otherwise interfere with Your Affiliate URL or OAMM Materials, or any related tracking code or other application or process established by OAMM in connection with the Affiliate Program, including display of any web page or other content as an alternative to the web page directed by OAMM for Your Affiliate URL;
      5. disparage the Affiliate Program, OAMM or other third parties, or otherwise make statements or take actions that would or might reasonably harm the business of OAMM or otherwise be detrimental to its interests; or
      6. disclose or share with any third party any confidential or proprietary materials or information respecting OAMM’s business affairs that You may have been given by reason of Your participation in the Affiliate Program. You further agree You will not knowingly disclose or use any such material or information for any purpose detrimental to OAMM and its interests. This Agreement is in addition to, and does not supersede or affect, any prior confidentiality agreement that may have been signed by You.
      7. You acknowledge that a breach by You of the covenants contained in this Section III.H may not be properly compensated by monetary damages and therefore that OAMM may pursue all available equitable remedies, including injunctive relief.
    9. Promotion Restrictions. You are free to promote Your own web sites, but any promotion that mentions OAMM could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by OAMM. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial channels and cross-posting to multiple channels at once. In addition, You may not advertise in any way that effectively conceals or misrepresents Your identity, Your domain name, or Your return email address. You may use mailings to customers to promote OAMM so long as the recipient is already a customer or subscriber of Your services or web site, and recipients have the option to remove themselves from future mailings. Also, You may post to channels to promote OAMM so long as the channel specifically welcomes commercial messages. At all times, You must clearly represent Yourself and Your web sites as independent from OAMM and fully disclose Your status as Affiliate. If it comes to our attention that You are spamming, we will consider that cause for immediate termination of this Agreement and Your participation in the Affiliate Program. Any pending balances owed to You will not be paid if Your account is terminated due to such unacceptable advertising or solicitation.
      1. Affiliates that, among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Once A Month Meals, www.onceamonthmeals, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Affiliate Program. We will do everything possible to contact the Affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior.
      2. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads.
      3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited OAMM’s site (i.e., no page from our site or any OAMM’s content or branding is visible on the end-user’s screen). As used herein “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of OAMM site in IFrames, hidden links and automatic pop ups that open OAMM’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; and/or (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
    10. Grant of Licenses. We grant to the Affiliate a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to You or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of OAMM and the good will associated therewith will inure to the sole benefit of OAMM. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
    11. Termination. If You are dissatisfied with the Affiliate Program or with any of the terms and conditions contained herein, Your sole and exclusive remedy is to terminate Your participation by giving us written notice as provided below and removing Your Affiliate URL and OAMM Materials from Your website. Notwithstanding anything contained in this Agreement to the contrary, we may, in our sole absolute discretion, terminate this Agreement or suspend or terminate Your account and/or discontinue Your participation in the Affiliate Program or any other OAMM service at any time, effective immediately upon notice to You. All decisions made by either party in this matter will be final and both parties agree that they shall have no liability with respect to such decisions. You do not have any vested right or enforceable interest to participate in the Affiliate Program.
    12. Effect of Termination.On termination of this Agreement, whether by You or us, You will receive, within forty-five (45) days of the date of termination, payments owed to You up to the time of such termination. In addition, all license rights granted to You herein shall terminate immediately, and You shall immediately cease use of any Your Affiliate URL and OAMM Materials.
    13. Notices. We may give general notices to participating Affiliates by postings on the Affiliate Program portion of our web sites (using commercially reasonable efforts to notify You via email of any such postings), and You agree to be bound thereby. Notices specific to You will be sent, if possible, by electronic mail to the email address You registered with Your Affiliate account, or otherwise by postal mail, overnight delivery service or in person. You may give notice to us by Contacting Us, or otherwise by postal mail or overnight delivery service to the address in Section VII.N.
  4. Warranty Disclaimers. YOU EXPRESSLY AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR PARTICIPATION IN THE RECIPE AFFILIATE PROGRAM AND AFFILIATE PROGRAM IS AT YOUR OWN RISK. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES OFFERED IN THE BLOG PARTNER PROGRAM AND AFFILIATE 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 AND AFFILIATE PROGRAM, ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE OAMM TOOLS OR ANY OAMM SERVICE. 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 OF THE OAMM TOOLS OR THE OAMM MATERIALS, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE BLOG PARTNER PROGRAM, AFFILIATE PROGRAM OR ANY OTHER OAMM SERVICE, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY ANY OAMM SERVICE, 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.
  5. Indemnification. Each party hereby agrees to defend, indemnify and hold the other party and their Related Companies (“Indemnified Parties”) harmless from any and all third-party claims, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, that the Indemnified Parties may suffer as a result of: (a) any breach by either party of the terms of this Agreement or of any representation or warranty made by either party or obligation entered by either party hereunder, or (b) either party’s bad faith, gross negligence or willful misconduct. In addition, You shall defend, indemnify and hold OAMM and its Related Companies (“OAMM Indemnified Parties”) harmless from any and all third-party claims, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, that the OAMM Indemnified Parties may suffer as a result of any claim alleging that You violated of a third party’s privacy rights or infringed any other third party’s intellectual property or proprietary rights. Neither party shall enter into any settlement or admit any fault or liability that affects any Indemnified Party without that Indemnified Party’s prior written consent.
  6. LIABILITY LIMITATIONS. EXCEPT WITH RESPECT TO (A) A BREACH OF SECTION VII.M (CONFIDENTIALITY), (B) A BREACH OF SECTION I.B (INTELLECTUAL PROPERTY RIGHTS), (C) THE INDEMNIFICATION OBLIGATIONS UNDER SECTION V, OR (D) EITHER PARTY’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ANY LIABILITY OF EITHER PARTY OR ANY OF ITS AGENTS OR RELATED COMPANIES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE AMOUNT YOU HAVE BEEN PAID BY OAMM FOR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE LIABILITY OCCURRING OR FOR ACTUAL OR DIRECT DAMAGES ARISING FROM YOUR PARTICIPATION IN THE RECIPE AFFILIATE PROGRAM. EXCEPT WITH RESPECT TO (A) A BREACH OF SECTION VII.M (CONFIDENTIALITY), (B) A BREACH OF SECTION I.B (INTELLECTUAL PROPERTY RIGHTS), (C) THE INDEMNIFICATION OBLIGATIONS UNDER SECTION V, OR (D) EITHER PARTY’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS, LOSS OF GOODWILL, DEFAMATION OR LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM OR RECIPE AFFILIATE PROGRAM OR ANY BREACH OR ERROR BY EITHER PARTY OR ITS AGENTS, WHETHER OR NOT IT HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation on such damages shall apply whether or not either party is able to correct any problem or error, and whether or not it has breached any warranty or obligation, or failure of the essential purpose of any other remedy, it being the intention of the parties to allocate the risk of such damages as provided herein in all circumstances. Nothing in this Agreement limits or excludes either party’s liability for death or personal injury resulting from negligence or for any damage or liability incurred by it as a result of the other party’s fraud or fraudulent misrepresentation.
  7. Miscellaneous
    1. 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.
    2. 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.
    3. 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.
    4. Modification: You agree that OAMM may propose an amendment to this Agreement by submitting the proposed amendment (the “Updated Terms”) to the e-mail address noted in Section VII.N with instructions of how to “opt-out” of the Updated Terms and a deadline by which to do so. Any modifications to terms and conditions of the Affiliate Program may also be communicated through the procedures noted in Section III.G. You agree to accept either method of communication and agree that it is Your responsibility to be aware of any updates. You agree that Your 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.
    5. Amendment: Except as it relates to the procedures set forth in Sections III.G and VII.D, no amendment to or modification of this Agreement is effective unless it is in writing and signed by each party.
    6. 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.
    7. 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.
    8. Press Releases. Neither party will issue any press release or make any other public statement regarding Your participation in the Affiliate Program, Recipe Affiliate Program or the terms of this Agreement without the prior written consent of the other party.
    9. Dispute Resolution. BY ENTERING INTO THIS AGREEMENT OR PARTICIPATING IN THE AFFILIATE PROGRAM, RECIPE AFFILIATE 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 AFFILIATE PROGRAM, RECIPE AFFILIATE 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 AFFILIATE PROGRAM, RECIPE AFFILIATE 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 AFFILIATE PROGRAM, RECIPE AFFILIATE 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.
    10. 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.
    11. Assignment. You shall not assign or sub-contract or purport to assign or sub-contract this Agreement or any of Your obligations under this Agreement without OAMM’s prior written consent. We may assign or sub-contract this Agreement or any of our obligations. If any term or condition of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other term or condition all of which shall remain in full force and effect.
    12. Force majeure. Neither party shall have liability to the other party under this Agreement if it is prevented from, or delayed in performing, its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of either party or any third party), failure of the internet, a utility service, communications network or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
    13. Confidential Information. Both parties agree not to disclose any information disclosed by one party to the other party, either directly in indirectly, in writing, orally, by inspection of tangible objects or by data feed or other electronic means, including in the instance of You, Your Affiliate URL and OAMM Materials and any other information which You receive and which is identified as confidential or proprietary by the other party or the nature of which is clearly confidential or proprietary (“Confidential Information”) or make any use of any such Confidential Information other than as strictly necessary for the purposes of performance of this Agreement. The confidentiality obligations in this clause shall not apply to any information which is or subsequently becomes available to the general public other than through a breach of this Agreement or is already known to either party before disclosure. Upon termination of this Agreement, both parties shall return or, at its option, destroy all Confidential Information and all copies thereof.
    14. 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:
      • Tricia Callahan
        PO Box 140
        Bellbrook, Ohio 45305
        info@onceamonthmeals.com