Religious Affiliate Program Agreement

Thank you for electing to participate in the One Stop Halal (“OSH” or “us” or “we”) affiliate program (the “Program”).

By submitting your registration form to us, you acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this affiliate program agreement (the “Agreement”), as well as all other applicable rules or policies with respect to the Program provided by OSH from time to time, and understand that you are entering into a legally binding agreement with OSH.  If you do not agree with the terms and conditions set forth herein, then you must not provide the services described herein.

OSH reserves the right to change and/or modify this Agreement and/or any applicable rules and/or policies at any time in its sole discretion and your continued provision of the services described herein after OSH’s posting of any changes will constitute your acceptance of such changes.  We will provide notice of such changes by posting the updated terms and conditions on the OSH website and changing the “last updated” date listed above. Any changes will be effective immediately upon posting such changes and such changes shall be incorporated herein by reference. If you do not agree with the changes, you shall not provide the services described herein after the effective date of the changes.

THIS AGREEMENT REQUIRES THAT ANY DISPUTES BETWEEN YOU AND OSH ARE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH SECTION 9 BELOW. PLEASE MAKE SURE THAT YOU READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND SECTION 9 BEFORE PARTICIPATING IN THE PROGRAM.

1. Description of the Program

The purpose of the Program is to encourage our affiliates (“you”) to promote the use of the OSH site by members of your community, in an effort to increase the adoption and availability of goods, products and services that comply with the halal requirements of the Islamic faith. Upon registration in the Program, you will be given a unique identifier code that you can then provide to members of your community and other referral sources. Prior to checking out and completing their purchase orders on the OSH site, customers will be prompted to input the unique identifier code that you have previously provided them.

Only those individuals or entities that successfully complete the registration form and receive a unique identifier code will be considered participants in the Program.

2. Monthly Donations

Within thirty (30) days after the conclusion of each calendar month, OSH will donate to your designated charity (the “Designated Recipient”) an amount equal to ten percent (10%) of the amount of purchases made by users utilizing your unique identifier code at the time of check out, minus OSH’s costs and expenses (the “Earned Donations”).  Upon request, OSH will provide you with a report reflecting the amount of purchases made during the designated period and the amount donated to the Designated Recipient, provided that for privacy reasons such report will not include any information which identifies the customers who made such purchases or the products purchased.

OSH expressly reserves the right to refuse to make the Earned Donations to your Designated Recipient if OSH determines, in its sole and absolute discretion, that such Designated Recipient and/or its values, stances, policies do not align with OSH’s social guidelines and policies or with applicable laws. In such case, OSH shall notify you and you will be permitted to designate an alternate Designated Recipient.  Furthermore, in no event shall the Designated Recipient be deemed to be a third-party beneficiary of this Agreement or have any rights to the Earned Donations except as expressly provided for herein, and subject to the terms of this Agreement.

3. OSH Customers

Our customers are not, by virtue of your participation in the Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the OSH site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the OSH site, you will state that those customers must follow contact directions on that OSH to address customer service issues. We will strive to provide excellent service and products that earn your trust and the trust of our customers.

4. Warranties

You represent, warrant, and covenant that (a) you will participate in the Program in accordance with this Agreement, (b) your participation in the Program will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into the Agreement (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using our services; and (f) the information you provide in connection with the Program is accurate and complete at all times.

We do not make any representation, warranty, or covenant regarding the amount of Earned Donations you can expect to be distributed in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.

5. Term and Termination

The term of this Agreement shall commence on the date you submit your registration form and continue until terminated by either party. In particular, OSH may terminate the Agreement, the Program and/or your participation in the Program at any time, without notice. Upon termination of this Agreement, you will immediately (i) cease using OSH trademarks or other intellectual property, and (ii) discontinue holding yourself out as a marketer and promoter of OSH. OSH will donate any Earned Donations earned through the effective date of termination in accordance with this Agreeme

If you violate this Agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all Earned Donations under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of OSH to recover damages in excess of this amount.

6. Intellectual Property

OSH owns all right, title and interest in and to the OSH site, developments, enhancements and revisions, intellectual property rights and/or proprietary rights therein and related thereto (collectively, the “OSH Intellectual Property”).  OSH shall establish, and may vary from time to time, the pricing, terms and conditions related to the products, goods and services sold on its site. 

During the term of this Agreement, OSH hereby grants to you a non-transferable, non-exclusive, limited license to use OSH’s (a) name, logos and/or trademarks (collectively, the “Trademarks”) and (b) brochures, marketing materials, referral links, white papers, case studies and/or other materials provided by OSH (collectively, the “Materials”) in accordance with this Agreement solely in relation to the performance of the services described herein. Your use of such Trademarks and Materials shall be in accordance with OSH’s policies and procedures established from time to time. You shall not (i) attach any other trademark, logo and/or trade designation to the SaaS Services unless expressly agreed in writing by OSH and/or (ii) do and/or cause to be done any act and/or anything contesting and/or in any way impairing and/or reducing OSH’s right, title and interest in the Trademarks and/or Materials. OSH has the right to discontinue and/or alter the form, shape and/or artwork of the Trademarks and/or content of the Materials. You acknowledge that your use of the Trademarks and/or Materials shall not create any right, title and interest, in or to the Trademarks and/or Materials and all such uses inure to the benefit of OSH. OSH reserves the right at any time to review your use of the Trademarks and/or Materials to determine if such use is in compliance with this Agreement. In the event OSH desires to include your information on its referral partner website at any time during the term of this Agreement, you hereby grant to OSH a non-transferable, non-exclusive, limited license to use the logos and/or trademarks provided by you on such referral partner website.

7. Confidentiality; Privacy

You will keep all proprietary information related to the business of OSH and any of its affiliates, clients and other third parties to which you have access, whether in oral, written, graphic and/or machine-readable form, in the course of or in connection with this Agreement (collectively, the “Confidential Information”) confidential and will only use such Confidential Information to perform your obligations under this Agreement. You may disclose the Confidential Information only to those who have a need to know such Confidential Information solely in connection with this Agreement; provided that you assume full responsibility for any failure to comply with this Agreement. You acknowledge that a breach of the obligations related to Confidential Information may result in irreparable and continuing damage to OSH for which monetary damages may not be sufficient, and you agree that OSH will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.

You acknowledge and agree that you shall comply with all applicable privacy laws and have read and agree to OSH’s privacy policy as set forth on the OSH site, both of which shall be incorporated herein by reference and may be changed from time to time in OSH’s sole and absolute discretion.

8. Indemnification; Limitation of Liability

You, at your expense, will indemnify, defend and hold harmless OSH, its officers, associates, employees, contractors and agents from and against any and all claims, damages, liabilities, losses, costs, demands and expenses (including reasonable attorneys’ fees and costs of litigation) (collectively “Claim(s)”) arising out of or relating to (a) any negligent act and/or omission of you relating to your activities in connection with this Agreement; (b) any misrepresentation by you related to OSH and/or its other products and/or services(s); (c) your breach of this Agreement; (d) your gross negligence and/or willful acts and/or omissions; (e) any failure to comply with any applicable law, rule, regulation, order of any governmental (including any regulatory or quasi-regulatory) agency or contract; and/or (f) any determination by a federal, state or local government or administrative agency, or other regulatory or quasi-regulatory entity, or any court, that you acted as an employee of OSH in performing the services described herein (in which case you also waive any and all claims that you may have as a result of any such determination).  You will be solely liable for any claims, warranties and/or representations made by you that differ from the warranties expressly provided by OSH. You will have the sole right to conduct the defense of any claim and/or action, and/or the negotiation of any settlement, in respect of a Claim; however, OSH may reasonably participate in such defense at its sole expense.

OSH’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE EARNED DONATIONS PAID BY OSH TO YOUR DESIGNATED RECIPIENT THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL OSH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You acknowledge and agree that OSH is not liable for the performance of any third-party products and/or services used in relation to this Agreement.

9. Dispute Resolution

BEFORE FILING A CLAIM AGAINST OSH, YOU AGREE TO TRY TO RESOLVE THE DISPUTE INFORMALLY BY CONTACTING OSH. OSH WILL TRY TO RESOLVE THE DISPUTE BY CONTACTING YOU BY VIA EMAIL, BUT IF OSH CANNOT RESOLVE THE DISPUTE WITHIN THIRTY (30) DAYS OF SUBMISSION, YOU AND/OR OSH AGREE TO RESOLVE ANY CLAIMS RELATED TO THIS AGREEMENT THROUGH FINAL AND BINDING ARBITRATION.

ALL CLAIMS SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES, IN EFFECT AT THE TIME THE PROCEEDINGS BEGIN, OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY AND/OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. ALL INFORMATION RELATING TO AND/OR DISCLOSED BY ANY PARTY IN CONNECTION WITH THE ARBITRATION OF ANY DISPUTES SHALL BE TREATED BY THE PARTIES, THEIR REPRESENTATIVES, AND THE ARBITRATOR AS PROPRIETARY BUSINESS INFORMATION AND SHALL NOT BE DISCLOSED WITHOUT PRIOR WRITTEN AUTHORIZATION OF THE DISCLOSING PARTY. UNLESS OTHERWISE AGREED TO BY OSH, THE ARBITRATION SHALL BE HELD IN LOS ANGELES, CALIFORNIA. EACH PARTY SHALL BEAR THE BURDEN OF ITS OWN COUNSEL FEES INCURRED IN CONNECTION WITH ANY ARBITRATION PROCEEDINGS. 

10. Miscellaneous

All notices and other communications given or made pursuant to this Agreement must be in writing, sent to the persons designated herein or to such other persons and addresses as the parties may designate from time to times and will be deemed to have been given one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties. It is further understood and agreed that your relationship with OSH is and shall continue to be that of an independent contractor and you shall not be entitled to receive employee benefits from OSH and you are responsible for the payment of all taxes and withholdings specified by law, which may be due in regard to payments made by OSH.  No waiver of any of the terms of this Agreement by either party will be valid unless agree to in writing and designated as such.  Any forbearance or delay on the part of either party in enforcing any of its rights under this Agreement will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence.  If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect.  The headings and titles of the paragraphs of this Agreement are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein. You may not assign, as a result of a change of control or by operation of law or otherwise, your rights and/or obligations under this Agreement without the prior written consent of OSH.  This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.  Any provision of this Agreement which, by its nature, would survive termination of this Agreement will survive any such termination of this Agreement.  This Agreement will be governed by, and construed in accordance with, the internal laws of the State of California, without regard to its choice of laws principles.  Any action related to or arising from this Agreement that is an exception to the arbitration process described herein shall take place exclusively in the courts situated in Los Angeles, California and the parties hereby submit to the venue of the courts situated therein.  In any arbitration, suit, action, or legal proceeding relating to this Agreement, the prevailing party shall have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection therewith.  This Agreement constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties.

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