Terms of Use

Thank you for your interest in One Morning, LLC (“One Morning” “Company” “we” or “us”), which owns and operates the One Morning platform, including our website www.onemorning.com and its associated subsites (collectively, the “Services” or “Site”). The following are the terms of use (“Terms of Use”) that define the relationship between One Morning and you with respect to your use of the Services. We also may maintain other websites, which are governed by their own terms of use.

We encourage you to read these Terms of Use before using the Services, and not to use the Services if you disagree with any part of these Terms of Use. By using the Services, you accept and agree to these Terms of Use. Please see our separate Privacy Policy ( www.onemorning.com/privacy ), which governs the use of the Services. Any capitalized terms not defined herein shall have the same meaning as described in the Privacy Policy. By using the Site, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy.

Our Site is not intended for minors under 18 years of age. By using this Site, you represent and warrant that you are of legal age to form a binding contract with One Morning and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

YOU UNDERSTAND THAT ONE MORNING IS NOT A HEALTH CARE PROVIDER, HEALTH CARE CLEARINGHOUSE, OR A HEALTH PLAN, AS THOSE TERMS ARE USED AND DEFINED IN THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, AS AMENDED (HIPPA). HOWEVER, SOME CUSTOMERS OF ONE MORNING MAY QUALIFY AS A COVERED ENTITY UNDER HIPAA, AND AS A RESULT, ONE MORNING MAY BE TREATED AS A BUSINESS ASSOCIATE OF SUCH CUSTOMER, IN WHICH CASE, ONE MORNING WOULD BE REQUIRED TO COMPLY WITH APPLICABLE RESTRICTIONS AND OBLIGATIONS IMPOSED UNDER HIPAA AND RELATED RULES AND REGULATIONS AS IT RELATES TO PROTECTED HEALTH INFORMATION, AS THAT TERM IS DEFINED UNDER HIPAA.


1. Governing Terms

  1. These Terms of Use contain general terms that apply to you as a user of the Services (“User”), along with additional terms that may apply to Users that are authorized personnel of an organization (such as their employer) (“Employer Personnel”). If you are Employer Personnel, you will also be subject to the One Morning Engagement Catalyst Agreement between your organization and One Morning (the “Engagement Agreement”). The Engagement Agreement is hereby incorporated by reference, to the extent applicable to you.
  2. These Terms of Use, the Engagement Agreement (to the extent applicable applicable), and the Privacy Policy (collectively, the “Agreement”) govern your use of the Services and is a legal contract between you and the One Morning. By registering for an account on, accessing or using the Services, or otherwise allowing another User to use the Services, you acknowledge that you have read and agree to be bound by this Agreement.
  3. If you are entering into this Agreement on behalf of a company or other legal entity (including if you are Employer Personnel entering on behalf of an employer), you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you”, “your” or “User” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

2. Using the Services

  1. If you comply with the terms of the Agreement, One Morning gives you permission to access and use the Services for your personal use. If you are Employer Personnel, such use must be consistent with the license granted in the Engagement Agreement.
  2. We are constantly changing and improving the Services. Unless otherwise stated in an Engagement Agreement, we may add or remove functionalities or features, and we may suspend or stop the Services altogether, including but not limited to, for example, if you do not comply with this Agreement or if we are investigating suspected misconduct. We may also add or create new limits to the Services or restrict your access to all or a part of the Services at any time without notice or liability, provided that all such actions are consistent with the Engagement Agreement, if applicable.

3. One Morning Technology

  1. The Services are intended solely for the non-commercial use of our Users and may only be used in accordance with this Agreement. Services as used herein includes all past, present and future content of One Morning, including, all the software, hardware and technology used to provide the Services (including One Morning proprietary code and third-party software), user interfaces, materials displayed or performed on the Services, such as text, graphics, articles, photographs, images, illustrations and the design, structure, sequence, and all other intellectual property, including all Company Marks. “Company Marks” means the trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of One Morning.
  2. The Services are protected by copyright and other intellectual property laws. Using the Services does not give you ownership of any intellectual property rights in the Services or any other intellectual property rights that belong to One Morning. You agree that, as between you and the Company, all the intellectual property rights in the Services, the Site, and their content (other than User Content) are owned by the Company or its licensors. These terms do not grant you the right to use any Company Marks.
  3. You will not, nor will you allow any third party (whether or not for your benefit) to:
    1. Sub-license, rent, lease, loan, distribute, or sell access to the Services;
    2. Build or support (and/or assist a third-party in building or supporting) products or services in competition with the Company, or access the Services to build a product using similar ideas, features, functions, interface or graphics of the Services;
    3. Use, store, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, create derivative works from, display, license, sell or otherwise exploit the Services for any purposes other than as expressly permitted under this Agreement;
    4. Decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code of the Services;
    5. Circumvent, disable or otherwise interfere with security related features or features that prevent or restrict use or copying of the Services or any User Content;
    6. Remove, obscure, or alter any copyright, logo, trademark, or other legal notices displayed in or along with the
      Services or other custom products or merchandise, or otherwise use any of the Services in a manner that
      creates the impression that the Services belong to you.

4. User Content

  1. In the course of using the Services, Employer Personnel may provide or post certain content or information (including, but not limited to, photos, videos, drawings, journals, or documents) which may be used by the Company in connection with the Services and which may be visible to certain other Users (collectively “User Content”). Additionally, some User Content may be deemed an Employer Record (as defined below).
  2. Employer Personnel and Users may occasionally if permitted by us submit feedback, comments or suggestions for improvements to the Services (in written, oral or any other form) (“Feedback”).
  3. Consistent with applicable law, as between the Company and you, you (or your organization, as applicable) retain all ownership rights you have in any User Content and Feedback. Company does not claim any ownership rights in the User Content or Feedback. Please note that, while you retain ownership of your User Content, any template or layout in which you arrange or organize such User Content through tools and features made available through any of the Services are not proprietary to you and rights to such templates or layouts will remain with us or our service providers.
  4. In order to allow us to provide the Services, you hereby allow us to use the User Content pursuant to the license granted to us in the Engagement Agreement. Specifically, such license, whether or not expressly enumerated in the Engagement Agreement, permits us to do the following:
    1. use, host, copy, store, distribute, publicly perform and display, publish (in whole or in part), modify, and create derivative works of such User Content as necessary to provide, improve and make the Services available to you and other Users including through any future media in which the Services may be distributed;
    2. use and disclose metrics and analytics regarding the User Content in an aggregate or other non-personally identifiable manner (including, for use in improving the Services or in marketing and business development purposes);
    3. use, modify, prepare derivative works, publish, distribute and sublicense Feedback without any compensation to you;
    4. use any User Content that has been de-identified for any product development, research or other lawful purpose; and
    5. use for other purposes permitted by the Privacy Policy.

5. Your Responsibilities

  1. You agree that you and/or your organization are responsible for making sure that you have all rights in the User Content, including the rights necessary for you to grant us the foregoing licenses to the User Content. Employer Personnel represent, covenant and agree that the submitting User has all required rights to submit, post, upload or otherwise, own, use or disseminate the User Content it submits or uploads without violating any third-party rights. You are responsible for ensuring your User Content complies with these Terms of Use.
  2. All User Content posted or transmitted through the Services is the responsibility of the person that posted it (and the applicable organization), and we will not be liable for any errors or omissions in any User Content.
  3. You acknowledge that all User Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. You acknowledge that we have the right to pre-screen, filter, edit, remove, refuse to accept, post, display, or transmit any User Content through or on the Services in whole or in part at any time for any reason or no reason with or without notice and without liability of any kind.
  4. Additionally, we do not guarantee that we will publish any of your User Content, and reserve the right to take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for One Morning.

6. Your Likeness

  1. If you, as Employer Personnel, upload any User Content to any area of our Services containing your likeness or
    the likeness of others, you also agree to the following:
    1. You consent to the use of your likeness, and you have obtained (as necessary) the written consent, release, and/or permission of every identifiable individual who appears in your User Content to use such individual’s likeness, for purposes of using and otherwise exploiting the User Content in the manner contemplated by this Agreement.
    2. You will not submit a submission that contains the likeness of an identifiable individual under the age of eighteen (18).
    3. If you are not Employer Personnel authorized to post User Content via an Engagement Agreement,
      you are not permitted to post User Content in any way or in any manner.

7. Privacy and Security

Your privacy is extremely important to us, and we take great care to limit what we collect and how we use it, and to enable you to understand our policies. Please read our Privacy Policy which explains how we treat and protect your privacy when you use our Services.

8. Employer Personnel

If you are an Employer Personnel accessing the Services on behalf of an organization, the following terms apply to you: you agree that you are acting on behalf of (or have received all necessary permission from) your organization to enter into this Agreement and to register and use the Services. The Employer Personnel is responsible for obtaining any necessary approvals from their organization’s authorities and administrators before using the Services. Employer Personnel that are authorized by the organization to use the Services and post User Content may only do so after setting up an administrative account with the Company. Upon termination of an Employer Personnel or other staff member’s employment with the employer, such individual must return and cease using all login details related to the administrative account.

9. Third-party Sites, Applications, and Integrations

  1. If you use any third-party applications or websites that are integrated or used in connection with our Services (“Third-Party Applications”), you are solely responsible for your interactions with such Third-Party Applications. Additionally, if you elect to use any Third-Party Applications, you are solely responsible for the selection of and any transfer or downloading of any User Content, or any other data or content stored on the Services, to such Third-Party Applications. The Company shall not be responsible for any disclosure, modification or deletion of your data, or the use of your data by such Third-Party Applications, including, without limitation, any User Content, resulting from any such access by Third-Party Applications. The inclusion of Third-Party Applications and links to third-party websites on the Services does not imply our affiliation or endorsement of such content. You agree that we are not responsible for the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third-Party Applications and/or websites.
  2. You represent and warrant, in connection with any use of Third-Party Applications, that you: (i) shall comply at all times with all applicable third-party application terms, (ii) shall comply with any and all process and guidelines set forth (or that may be set forth) by us regarding Third-Party Applications; and (iii) will comply with the Community Guidelines for all content you link to or integrate with the Services through the use of any Third-Party Applications.
  3. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or attempt to take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. This Site may provide certain social media features that enable you to: (i) link from your own or certain third party sites to certain content on this Site; (ii) send e-mails or other communications with certain content, or links to certain content, on this Site; or (iii) cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third party sites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
  4. The links on this Site to other sites and resources provided by third parties are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party sites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such sites. As such, should you access any such link, you are encouraged to review the terms and conditions and privacy policies for such sites.

10. Modification to Agreement

We may modify this Agreement at any time, including but limited to reflect changes to the law or changes to our Services. You should look at these Terms of Use regularly. We will post notice of modifications to these Terms of Use on this page or elsewhere in the Services and/or as required by law. Your continued use of the Services following notice of the changes to the Agreement constitutes your acceptance of our amended terms, policies or guidelines. If you do not agree to the modified Agreement, you should discontinue your use of the Services. We will not, however change how Personally Indefinable Information is used or shared under the Privacy Policy without taking reasonable steps to alert Users that the Privacy Policy has been updated.

11. Your Representations and Warranties

  1. You warrant, represent and agree that you will not provide any User Content or otherwise use the Services in a manner that:
    1. infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights;
    2. violates any international, federal, state or local law, statute, ordinance or regulation or which would render Company in violation of any applicable laws or regulations, including without limitation HIPAA (“Laws”);
    3. is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable;
    4. jeopardizes the security of the Services in any way, such as allowing someone else access to your account or password or submitting User Content that contains viruses; or
    5. violates this Agreement.
  2. Additionally, if you are permitted to submit User Content you represent, warrant and agree that you possess all rights necessary to provide your User Content and grant Company the rights in this Agreement, will comply with the Laws in connection with your use of the Services, and are solely responsible for providing notices and obtaining consents required by applicable Laws to use the Services or to provide User Content.

12. Community Guidelines

  1. You will only use the Services as permitted by Law.
  2. You will not post unauthorized commercial communications (such as spam, promotional emails, or advertisements) on or through the Services.
  3. You will not collect Users’ content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
  4. You will not upload viruses or other malicious code, files or programs.
  5. You will not collect, solicit or otherwise obtain login information or access an account belonging to someone else.
  6. You will not use the Services to violate a person’s right to privacy or publicity or otherwise collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of any Law.
  7. You will not bully, intimidate, or harass any User or use the Services in any manner that is threatening, abusive, violent, or harmful to any person or entity, or invasive of another’s privacy.
  8. You will not post any User Content or use the Services in a manner that infringes, violates or misappropriates any third-party’s intellectual property rights or other proprietary rights, privacy rights or contractual rights.
  9. You will not use the Services in any way to upload, post, transmit, email or otherwise distribute content that: is hate speech, discriminating, defamatory, threatening, pornographic or obscene; incites violence; contains nudity or graphic or gratuitous violence; or is otherwise objectionable as reasonably determined by us.
  10. You will not use the Services to do anything unlawful, deceptive, misleading, illegal, unethical, malicious, or discriminatory.
  11. You will not do anything that could disable, overburden, or impair the proper working or appearance of the Services or prevent other Users from using the Services, such as a denial of service attack or interference with page rendering or other Services functionality.
  12. You will not access (or attempt to gain unauthorized access) to the Services or to the Company’s computer systems by any means other than as permitted under the Terms of Use or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services.
  13. You will not employ misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin on any content transmitted to or through the Services.
  14. You will not use the Services in any commercially unreasonable manner or in any manner that would disparage the Company.
  15. You will not impersonate a Company employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity.
  16. You will not use the Services in any manner that is harmful to minors. Without limiting the foregoing, you will not transmit or post any content anywhere on the Services, including any User Content, that violate child pornography laws or that otherwise violates any child sexual exploitation laws.
  17. You will not copy, modify, or distribute any text, graphics, or other material or content available through the Services without our prior written permission, or if such content is a User Content, the prior written consent of such User.
  18. You will not facilitate or encourage any violations of this Agreement or our policies, including, without, limitation, to facilitate the unlawful distribution of copyrighted content.

13. WARRANTY DISCLAIMER

  1. THE SERVICES (AND ANY ASSOCIATED PRODUCTS, THIRD-PARTY CONTENT, THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, USER CONTENT, AND ANY OTHER CONTENT (“COLLECTIVELY THE “COMPANY OFFERINGS”)) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
  2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY (AND ITS PARENT, SUCCESSORS, AFFILIATES, SUBSIDIARIES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS) (“COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE COMPANY OFFERINGS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF QUALITY, ACCURACY, PERFORMANCE, AVAILABILITY, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN PARTICULAR, THE COMPANY PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT THE COMPANY OFFERINGS (1) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR BE TO YOUR LIKING, (2) WILL BE TIMELY, SECURE, ACCURATE, FREE FROM ERRORS OR LOSS, OR UNINTERRUPTED, OR THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SOME FEATURES ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER.
  3. ANY MATERIAL DOWNLOADED FROM THE WEBSITE OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT THE USER’S OWN DISCRETION AND RISK, AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ACCESSING OR DOWNLOADING ANY SUCH MATERIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
  4. THE INFORMATION PRESENTED ON OR THROUGH THE SITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION OR THE RESEARCH BEHIND THE ARTICLES, INFORMATION, AND STATEMENTS CONTAINED ON THE SITE, AND NO SUCH MATERIAL IS INTENDED TO BE PROFESSIONAL ADVICE, INCLUDING ACCOUNTING, FINANCIAL, LEGAL, OR MEDICAL ADVICE. ANY RELIANCE A USER PLACE ON SUCH MATERIALS IS STRICTLY AT THE USER’S OWN RISK. THE COMPANY PARTIES DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE SITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

14. LIMITATION OF LIABILITY

  1. UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COMPANY OR THE COMPANY PARTIES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO (i) THIS AGREEMENT; (ii) YOUR USE OR THE INABILITY TO USE THE COMPANY OFFERINGS; OR (iii) ANY INTERACTION WITH ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH THE COMPANY OFFERINGS, INCLUDING OTHER USERS.
  2. UNLESS OTHERWISE STATED IN AN ENGAGEMENT AGREEMENT, IN NO EVENT WILL THE COMPANY OR THE COMPANY PARTIES BE LIABLE TO YOU IN THE AGGREGATE (FOR ALL POTENTIAL CLAIMS BY YOU) FOR ANY DAMAGES INCURRED IN EXCESS OF FIVE THOUSAND DOLLARS ($5,000). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15. Registration and Security

  1. As a condition to using the Services in certain capacities, including posting User Content (if authorized pursuant to an Engagement Agreement), you will be required to register with Company and selecting a password, username, and/or any other piece of information as part of our security procedures (“Account Credentials”). You shall be responsible for maintaining the confidentiality of your login credentials. We will not share with anyone your Account Credentials or account. You may not transfer your Account Credentials or account to anyone without express prior written consent of Company.
  2. The Company will not be liable for any direct or indirect loss that you may incur as a result of someone else using your Account Credentials, either with or without your knowledge or for a failure to comply with this Section. However, you may be held liable for losses incurred by the Company or another party due to someone else using your Account Credentials.
  3. You expressly agree to immediately notify us of any unauthorized use of your account or any other breach of security of your Account Credentials.
  4. We have the right to disable any Account Credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Agreement.

16. Termination

The term of this Agreement and the rights granted hereunder commences on User’s use of the Services (or for Employer Personnel, the effective date set forth in the Engagement Agreement) and shall continue until terminated as set forth herein (or for Employer Personnel, the time period set forth in the Engagement Agreement). One Morning may at any time terminate or suspend any or all rights and/or licenses granted to you under this Agreement without prior notice, except as otherwise provided in an Engagement Agreement. You may stop using the Services at any time.

17. Indemnity

  1. You agree, to the extent permissible by law, to indemnify, hold harmless and defend Company and the Company Parties from and against all damages, losses, demands, liabilities, judgments, settlements, costs and expenses of any kind (including reasonable attorneys’ fees) from any claim or demand relating to or arising out of (i) your access to, use, or misuse of the Services, (ii) your breach of alleged breach of this Agreement, (iii) your failure to comply with applicable Laws (including any failure to obtain or provide any necessary consent), (iv) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content, or (v) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users.
  2. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company

18. Governing law and Dispute Resolution

This Agreement shall be governed and construed under the laws of the State of Ohio, without reference to its conflict of law principles. Any conflict arising under this Agreement or the Services shall be resolved in the applicable federal or state courts in the State of Ohio.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in Montgomery County, although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Notwithstanding the foregoing, at One Morning’s sole discretion, we may require you to submit any disputes arising from this Agreement or your use of the Site, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law.

19. Miscellaneous

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without restriction. The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that the Agreement may not be modified, except as otherwise provided herein. This Agreement and any subsequent versions of this Agreement will be deemed a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever.

© 2025 One Morning, LLC “One Morning” is a trademark of One Morning, LLC, with U.S. Serial Number 98581917.

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