Founding Creator Terms v1.0 · Effective October 6, 2026
Effective: October 6, 2026 Document version: Founding Creator Terms v1.0
These Terms are incorporated into the NYAMM Founding Creator Agreement v1.0. NYAMM, a food discovery and commerce platform operated by Perpetual Holdings LLC ("NYAMM"), and the creator identified in that Agreement ("Creator") agree to these Terms.
The purpose of the Founding Creator relationship is to establish Creator as a founding member of the NYAMM Founding Creator Network and to define the commercial relationship between NYAMM and Creator.
NYAMM connects food discovery, food content, food assets, consumer demand, and food commerce. Creator may participate in the NYAMM network by creating and distributing food-related content, recommending food businesses and food products, introducing consumers to NYAMM, distributing food assets, collaborating with other creators, introducing food businesses, and participating in other activities that contribute to the development of food-related demand and commerce.
In exchange, NYAMM will provide Creator with access to the NYAMM Creator Workspace, attribution infrastructure, creator distribution tools, commercial opportunities, and the economic participation described in these Terms and the Agreement.
The Parties acknowledge that the Creator Network is intended to connect food content and recommendations directly to food commerce. Creator may therefore earn from qualifying economic activity associated with Creator's contribution to the NYAMM network rather than being compensated solely for individual pieces of content, views, followers, clicks, or other activity metrics.
An "Attributed Customer" is a consumer whom NYAMM reasonably records as having been introduced to NYAMM through Creator's approved attribution mechanism, Creator Content, Creator recommendation, Creator distribution activity, or another valid attribution mechanism associated with Creator. A customer may be anonymous or authenticated when attribution is established.
An "Anonymous Customer" is a consumer who interacts with NYAMM without creating or logging into a persistent NYAMM account. An Anonymous Customer may nevertheless receive an attribution identifier maintained by NYAMM and may generate Creator Attribution Earnings from qualifying transactions. NYAMM may associate subsequent authenticated activity with an earlier anonymous attribution record where technically and legally appropriate.
An "Authenticated Customer" is a consumer who has created, accessed, or otherwise established a persistent NYAMM account or customer identity. Where technically and legally appropriate, NYAMM may associate the customer's prior anonymous activity with the customer's authenticated account.
"Creator Content" means food-related content created, published, uploaded, distributed, or otherwise provided by Creator in connection with NYAMM, including video, photography, reviews, recommendations, demonstrations, commentary, recipes, food experiences, or other approved content formats.
"Creator Distribution" means the act of placing, publishing, sharing, recommending, linking, or otherwise distributing Creator Content or another approved NYAMM food asset to an audience through a channel capable of generating consumer discovery or commerce. Creator Distribution may occur through NYAMM or through external channels including Instagram, TikTok, Facebook, WhatsApp, YouTube, websites, messaging channels, or other distribution channels.
A "Food Asset" means a food-related asset capable of generating or supporting economic activity through NYAMM. Food Assets may include recipes; recipe collections; cookbooks; prepared meals; menu items; food products; ingredients; food-related digital products; memberships; culinary experiences; food guides; food media; cooking demonstrations; other food-related intellectual property; and other food-related products or experiences approved by NYAMM.
A "Food Asset Contributor" means a creator, business, rights holder, or other party whose Food Asset contributes to qualifying economic activity through NYAMM. A Food Asset Contributor may be different from the Creator who distributes or promotes the Food Asset.
"Food Asset Attribution" means economic attribution associated with a qualifying transaction where a Food Asset materially contributes to the transaction and the relevant rights and attribution can reasonably be established by NYAMM. Food Asset Attribution is distinct from Creator Distribution Attribution.
A "Linked Food Asset" means a Food Asset made available through NYAMM and directly associated with Creator Content, Creator Distribution, or another valid NYAMM discovery surface so that a consumer can access an applicable destination.
A "Qualifying Food Item" means a food or consumable product made available for purchase through NYAMM by a Kitchen on NYAMM. Qualifying Food Items may include entrées; meals; combos; sides; appetizers; snacks; desserts; sauces and condiments; add-ons; non-alcoholic beverages; bottled water; and other consumable menu items made available through NYAMM.
Unless expressly included by NYAMM in writing, the following are not Qualifying Food Items: alcoholic beverages; merchandise; gift cards; delivery services; tips; taxes; platform or service fees; and other non-food products or charges.
A "Qualifying Food Sale" means the net recognized value of Qualifying Food Items purchased through NYAMM by an Attributed Customer. Qualifying Food Sales exclude delivery charges; delivery-related fees; tips; taxes; platform or service fees; refunded amounts; cancelled transactions; fraudulent or invalid transactions; chargebacks or reversed transactions; and other amounts NYAMM reasonably determines do not represent completed Qualifying Food Sales. Where a single transaction contains both qualifying and non-qualifying items, only the qualifying portion is included.
A "Kitchen on NYAMM" (legal term: Eligible Kitchen) means a food business listed on NYAMM with food available to buy and room to take extra orders from NYAMM (creators, app, recommendations) within its extra order limit.
"Extra order limit" means what a Kitchen declares in NYAMM Kitchen about how much extra demand it can handle: open hours, menu items, sold-out items, prep capacity, pauses, max extra orders per window or day, and similar NYAMM-supported controls.
"Creator Attribution Earnings" means the economic compensation payable to Creator under the applicable Creator Attribution Rate or other commercial arrangement established under the Agreement and these Terms.
The "Founding Period" is the first six (6) months beginning on the Effective Date.
"Continuing Attribution" means the continuing economic attribution associated with valid Attributed Customers after the Founding Period, subject to the Agreement and these Terms.
A "NYAMM-Branded Export" means a video or other content asset generated or processed through NYAMM for external distribution and containing appropriate NYAMM and Creator attribution elements. These elements may include Creator's NYAMM handle; NYAMM branding; NYAMM end-card signature; NYAMM URL; food or Kitchen destination; Creator attribution information; QR code; call to action; or other attribution or brand elements implemented by NYAMM.
Creator is joining NYAMM during its founding stage. Subject to Creator remaining in good standing and maintaining genuine participation in the NYAMM Creator Network, Creator will receive a 10% Creator Attribution Rate during the first six (6) months following the Effective Date. After the Founding Period, the applicable rate for valid Continuing Attribution will be 5%, subject to these Terms.
The Founding Creator economics are intended to compensate Creator for contributing to the development of NYAMM's initial food-content, discovery, demand, and customer-acquisition network. The Parties acknowledge that the economic purpose of the Creator Network is to create and connect incremental economic activity rather than to compensate creators merely for being active on the platform.
NYAMM will provide Creator with unique attribution mechanisms, which may include Creator links; QR codes; channel-specific links; creator profile links; tracked food recommendations; tracked content; food destination links; and other attribution mechanisms implemented by NYAMM.
A consumer who enters NYAMM through Creator's approved attribution mechanism or is otherwise validly associated with Creator may be recorded as an Attributed Customer. Attribution does not require the consumer to create or log into a NYAMM account. An anonymous transaction may therefore generate Creator Attribution Earnings where NYAMM can reasonably associate the transaction with Creator's valid attribution record.
Where a consumer subsequently creates or logs into a NYAMM account, NYAMM may associate that account with the consumer's prior anonymous attribution record where technically and legally appropriate. Creator's economic attribution follows the valid customer attribution record and applicable attribution rules rather than merely a particular browser session, device, or application session.
During the first six (6) months following the Effective Date, Creator will receive 10% of Qualifying Food Sales generated by Creator's valid Attributed Customers, subject to these Terms. Following the Founding Period, the applicable Continuing Attribution Rate will be 5% of Qualifying Food Sales generated by Creator's valid Continuing Attribution customers.
The 5% Continuing Attribution Rate is intended to continue for the lifetime of valid Continuing Attribution, subject to termination, surrender, breach, attribution, and other provisions of the Agreement and these Terms. The Founding Creator Rate is subject to Creator's genuine participation and good standing during the Founding Period. Creator is not guaranteed any minimum number of customers, transactions, sales, or earnings.
Creator earns only on Qualifying Food Sales to customers validly attributed to Creator. A transaction does not need to contain a traditional meal to qualify. Qualifying Food Items may include food, sides, desserts, snacks, non-alcoholic beverages, bottled water, and other qualifying consumable items as defined in these Terms.
For example, if an Attributed Customer purchases J$1,200 in food; J$300 in sides; J$150 in bottled beverages; and J$100 in bottled water, the applicable Creator Attribution Rate would apply to the J$1,750 qualifying food value, subject to refunds, cancellations, reversals, or other adjustments. Delivery fees, tips, taxes, and non-qualifying charges are excluded.
The economic purpose of the Creator Network is not limited to individual promotional payments. Creator may build an attributed customer network whose qualifying food purchases can continue generating Creator earnings over time. The following example is illustrative only and is not a guarantee.
Assume: average qualifying food order J$1,500; average qualifying orders per customer 5 per month; monthly qualifying food sales per customer J$7,500; annual qualifying food sales per customer J$90,000. At the 5% Continuing Attribution Rate:
| Attributed customers | Illustrative annual qualifying food sales | Illustrative annual creator earnings |
|---|---|---|
| 5 | J$450,000 | J$22,500 |
| 50 | J$4,500,000 | J$225,000 |
| 100 | J$9,000,000 | J$450,000 |
| 500 | J$45,000,000 | J$2,250,000 |
These figures are mathematical illustrations only. Actual earnings depend on customer acquisition, customer behavior, purchasing frequency, food supply, Kitchen availability, transaction values, refunds, cancellations, attribution rules, and other applicable factors.
NYAMM may support Food Assets created by Creator or by other creators and rights holders. A Food Asset may generate economic activity even when the person who originally created the Food Asset is not the person who distributes it to the consumer.
For example: a recipe creator creates a recipe; the recipe becomes available as a Food Asset through NYAMM; another creator distributes or creates content around the recipe; a consumer discovers the recipe and purchases ingredients or another qualifying food product; the transaction creates qualifying economic activity. NYAMM may allocate applicable economics between the Food Asset Contributor and the demand-generating Creator according to NYAMM's applicable attribution rules or separate commercial terms.
The existence of a Food Asset does not itself guarantee compensation. A Food Asset Contributor does not earn merely because a recipe is uploaded; a recipe receives views; another creator uses the recipe; another creator mentions the recipe; or the recipe remains available. Economic compensation may arise when the Food Asset materially contributes to qualifying commerce and the applicable attribution can reasonably be established.
NYAMM may distinguish between Food Asset Contribution (the contribution of the underlying recipe, food product, culinary asset, or other Food Asset) and Demand Contribution (the contribution of the creator, channel, recommendation, or distribution activity that causes or materially contributes to consumer demand). A Food Asset Contributor and Demand Creator may therefore be different people.
NYAMM may allocate applicable economic participation among contributors based on the type of transaction; the applicable NYAMM commission; the rights associated with the Food Asset; the creator or distributor responsible for generating demand; the applicable attribution record; the economics of the participating supplier; the incremental value created; commercial agreements; and other relevant factors.
NYAMM is not required to pay multiple full commissions on the same transaction merely because multiple contributors are associated with it. The customer-facing transaction economics and supplier economics will remain subject to the applicable NYAMM commercial model.
Creator Attribution Earnings arise from actual food commerce on NYAMM. For your content or recommendation to pay, the food must usually be from a Kitchen on NYAMM, buyable on NYAMM, linked to your attribution, and within that kitchen's extra order limit so the order can actually be fulfilled.
Creator may review, discuss, recommend, photograph, or otherwise create content about food businesses that are not listed on NYAMM. Such activity may be valuable to Creator and may support future NYAMM Kitchen acquisition. However, content concerning a business that is not participating in NYAMM does not itself create Creator Attribution Earnings unless and until a qualifying NYAMM transaction can be validly attributed to Creator.
Creator earnings apply to completed Qualifying Food Sales, not to views or engagement alone. Kitchens set an extra order limit in NYAMM Kitchen (hours, menu, order caps per service period, pauses when unavailable). They must keep that information reasonably accurate.
Creator is not responsible for kitchen inventory or fulfillment. NYAMM will use reasonable efforts not to route demand to food marked unavailable. Earnings are based on Qualifying Food Sales that checkout and pay, not clicks, views, or orders the kitchen could not fulfill.
Creator may create, publish, and distribute food-related content through NYAMM and through Creator's existing external audience channels. NYAMM may provide branded exports; attribution links; QR codes; food links; creator profile links; Kitchen links; tracked recommendations; end cards; and other tools intended to make attribution and external distribution easier.
Creator is not required to use a specific publishing sequence, upload workflow, watermarking process, or NYAMM-branded export where doing so would materially interfere with Creator's normal content distribution, platform requirements, audience reach, editorial process, or other legitimate considerations.
Creator may upload content directly to NYAMM; create content externally and distribute it to NYAMM; distribute NYAMM-related content externally; use NYAMM-branded assets; manually include NYAMM information where appropriate; verbally direct an audience to NYAMM; or use other NYAMM-approved attribution mechanisms. Creator retains editorial control over Creator Content subject to these Terms.
Creator is not required to manufacture content solely to satisfy a numerical posting quota. Creator is also not required to endorse, recommend, or promote a food business, product, recipe, or Food Asset that Creator genuinely does not wish to recommend.
Creator agrees to make reasonable and genuine efforts to participate in the NYAMM Founding Creator Network during the Founding Period. Participation may include creating food-related content; publishing content on NYAMM; distributing content through external channels; recommending participating Kitchens; linking relevant food assets; distributing recipes or other Food Assets created by participating creators where Creator has the appropriate rights or permission; participating in creator collaborations; introducing food businesses to NYAMM; participating in creator campaigns; testing Creator Workspace features; providing useful product feedback; participating in mutually agreed commercial opportunities; and other genuine activities that contribute to the development of the NYAMM food-content and commerce network.
Creator retains reasonable editorial discretion regarding the content, businesses, products, and Food Assets Creator chooses to recommend. Creator's eligibility for the Founding Creator Rate is based on genuine participation and good standing, rather than a fixed minimum number of posts, videos, external shares, views, followers, clicks, comments, likes, or other activity metrics.
NYAMM does not require Creator to remain constantly active or to maintain a particular posting frequency where Creator continues to participate meaningfully in the network.
If NYAMM reasonably determines that Creator has become materially inactive in the Founding Creator Network, NYAMM may provide written notice identifying the inactivity and an opportunity for Creator to resume participation. NYAMM will consider Creator's overall participation rather than relying solely on a single activity metric.
Participation may be demonstrated through content creation, distribution, recommendations, Food Asset activity, Kitchen introductions, collaborations, campaigns, product feedback, or other genuine contributions. A temporary reduction in posting frequency, a change in content strategy, a period of limited availability, or the absence of a particular type of content will not by itself constitute material inactivity.
If Creator remains materially inactive after reasonable notice and opportunity to resume participation, NYAMM may reduce Creator's Founding Creator Rate from 10% to the applicable 5% Continuing Attribution Rate. Any reduction will not retroactively eliminate valid attribution or earnings already generated. A documented technical failure of NYAMM's systems that prevents Creator from completing an otherwise agreed activity will not constitute material inactivity where Creator reasonably attempted to complete the activity.
NYAMM may establish reasonable attribution rules for situations in which multiple creators, Food Assets, Kitchens, campaigns, links, or acquisition channels could receive credit for the same consumer or transaction. NYAMM will maintain transaction and attribution records for determining applicable attribution.
Where a customer has already been validly attributed to another creator before interacting with Creator's attribution mechanism, NYAMM is not required to reassign the customer solely because Creator subsequently distributes a link to that customer. NYAMM may recognize multiple forms of contribution where its applicable economic model supports such attribution.
NYAMM may correct attribution where there is evidence of technical error; duplicate attribution; fraud; manipulation; incorrect attribution data; or another material attribution error.
NYAMM will provide Creator access to the Creator Workspace, subject to platform availability and development status. The Creator Workspace may include Home; Content; Network; Opportunities; and Profile. The workspace may provide Creator with information regarding content performance; attributed customers; qualifying food sales; orders; earnings; distribution links; linked Food Assets; Kitchen opportunities; creator opportunities; and other creator-related functions.
NYAMM may modify, improve, replace, or discontinue specific workspace features as the platform develops.
Creator may voluntarily terminate participation in the NYAMM Founding Creator Network by providing written notice to NYAMM. Voluntary termination does not automatically constitute a waiver of Creator's valid Continuing Attribution rights.
If Creator voluntarily terminates during the first six (6) months: the 10% Founding Creator Rate ends on the effective termination date; Creator stops generating new Attributed Customers under the Founding Creator relationship after the effective termination date; valid existing Attributed Customers remain attributed to Creator; the applicable rate for those existing Attributed Customers becomes 5%; and Creator may continue receiving applicable Continuing Attribution Earnings under the Agreement and these Terms.
Creator may separately elect to permanently surrender all Continuing Attribution rights by providing written notice to NYAMM expressly stating that Creator wishes to surrender those rights. If Creator makes such an election: Continuing Attribution ends on the effective date of surrender; no further Creator Attribution Earnings accrue after that date; previously paid earnings are not automatically recoverable merely because of surrender; and the surrender is permanent unless NYAMM expressly agrees otherwise in writing.
NYAMM may terminate the Founding Creator relationship for legitimate business, operational, strategic, or platform reasons by providing written notice.
A material breach includes, but is not limited to: fraud; deliberate attribution manipulation; creating or using fake consumer accounts to generate commissions; self-purchasing primarily to generate Creator commissions; artificial or fraudulent transactions; intentional misuse of customer information; intentional infringement of another party's intellectual property; knowingly deceptive food or platform content; misuse of confidential information; repeated material failure to perform obligations after notice and opportunity to cure; deliberate interference with another creator's valid attribution; deliberate misuse of NYAMM-Branded Exports or attribution mechanisms; or other conduct that materially harms NYAMM, its customers, Kitchens, creators, or commercial partners.
Where a breach is reasonably capable of being cured, NYAMM will generally provide Creator fourteen (14) days to cure the breach. NYAMM may terminate immediately for fraud, deliberate attribution manipulation, intentional misuse of customer information, or serious conduct that cannot reasonably be cured.
If Creator materially breaches the Agreement or these Terms, NYAMM may suspend Creator's access to creator tools; suspend attribution; withhold or reverse earnings directly associated with fraudulent or invalid activity; terminate Creator's Continuing Attribution rights; terminate the Agreement; remove Creator from creator opportunities or campaigns; and pursue any other lawful remedy available to NYAMM.
NYAMM will not withhold legitimate earnings from valid transactions solely because Creator has otherwise breached the Agreement, except where those earnings are themselves affected by fraud, invalid transactions, reversals, refunds, or another legitimate adjustment.
Creator must not intentionally manipulate the attribution system. Prohibited conduct includes creating fake consumer accounts; purchasing food primarily to generate Creator commissions; directing friends, employees, associates, or related parties to make artificial transactions; using bots or automated systems to generate transactions; manipulating tracking links; interfering with another creator's attribution; misrepresenting attribution links; attempting to claim customers Creator did not genuinely introduce; or otherwise attempting to obtain Creator earnings through artificial activity.
NYAMM may investigate suspected attribution manipulation and may reverse invalid transactions or attribution where appropriate.
Creator's participation in the NYAMM Founding Creator Network is non-exclusive. Creator may independently provide paid content creation; photography; videography; restaurant promotion; reviews; UGC; consulting; and other commercial services. Creator's fees for such services are separate from Creator's NYAMM attribution earnings.
A Kitchen or other business may separately pay Creator a negotiated production or promotional fee for creating content, photography, reviews, campaigns, or other commercial work. Unless separately agreed in writing, NYAMM does not receive any portion of Creator's independently negotiated service fees, and Creator's independent service fees do not reduce or replace Creator's NYAMM Attribution Earnings. Likewise, Creator's NYAMM Attribution Earnings do not replace a separately negotiated paid-content fee.
Nothing in the Agreement or these Terms prevents Creator from working with other platforms; working directly with restaurants or food businesses; creating independent food content; receiving sponsorships; providing paid promotional services; creating UGC; reviewing businesses independently; or pursuing other commercial opportunities. Creator agrees not to knowingly use confidential NYAMM information or NYAMM customer data for the benefit of another business.
Creator retains ownership of original content created by Creator, except for rights expressly granted under the Agreement, these Terms, or a separate written agreement.
Creator grants NYAMM a non-exclusive, worldwide, royalty-free license to use, reproduce, display, distribute, adapt, format, crop, repost, promote, and otherwise use Creator's NYAMM-related content for operation of NYAMM; promotion of NYAMM; promotion of Creator's NYAMM profile; food discovery; marketing; social media; platform features; advertising; demonstrations; product development; and other activities reasonably connected to NYAMM. The license does not transfer ownership of Creator's underlying intellectual property.
Where Creator submits or distributes a Food Asset created by another person or entity, Creator represents that Creator has the necessary rights or permission to use and distribute that Food Asset in the manner represented to NYAMM.
Where a recipe, cookbook, culinary work, photograph, video, or other Food Asset belongs to another creator or rights holder, NYAMM may establish separate terms governing licensing; attribution; distribution; Food Asset economics; commercial use; content ownership; and other applicable rights. Nothing in the Agreement or these Terms transfers ownership of another creator's Food Asset to Creator or NYAMM. Where a separate Food Asset Contributor agreement applies, that agreement will govern the applicable Food Asset rights and economics.
Where a Kitchen, brand, restaurant, or other commercial party requires broader, exclusive, long-term, paid, or otherwise specialized rights to Creator's content, those rights may be established through a separate commercial agreement. Such agreements may specify content deliverables; production fees; licensing fees; usage duration; geographic scope; exclusivity; advertising rights; editing rights; whitelisting; ownership; and other commercial terms.
The Agreement and these Terms do not automatically grant Kitchens or third parties rights to Creator's content.
NYAMM may provide Creator with a public-facing creator profile. The profile may contain Creator name; Creator username; biography; food-related interests; Creator Content; reviews; reactions; recommended Kitchens; recommended dishes; links to Food Assets; links to food available through NYAMM; and other relevant information. The Creator profile may function as a food discovery surface through which consumers discover Creator's recommendations and access food and other Food Assets available through NYAMM.
NYAMM may offer Creator additional opportunities, including Kitchen content creation; Food Asset distribution; content licensing; sponsored campaigns; commissioned photography; commissioned videography; UGC production; product testing; QA testing; user-experience feedback; software testing; creator campaigns; consulting; research; creator marketplace opportunities; and other mutually agreed services. Unless expressly incorporated into the Agreement, each opportunity may be governed by separate commercial terms.
Customers acquired through NYAMM remain NYAMM customers. Creator does not acquire ownership of customer accounts; customer records; customer personal information; transaction histories; payment information; or other NYAMM customer data.
Creator may only use information made available through the Creator Workspace for legitimate purposes connected to Creator's participation in NYAMM. Creator must not sell customer information; transfer customer information to another business; use customer information for unrelated marketing; spam customers; attempt to move customers to another platform using information obtained through NYAMM; or otherwise misuse customer information.
Nothing in the Agreement or these Terms prevents Creator from communicating with people Creator already knew independently of NYAMM, provided Creator does not use NYAMM-confidential information or customer data improperly.
NYAMM will maintain records of Creator's qualifying attribution activity. Creator earnings may be classified as pending; eligible; available; and paid.
NYAMM may delay payment where necessary to account for refunds; cancellations; transaction disputes; fraud investigations; payment reversals; chargebacks; or other legitimate adjustments. NYAMM will provide Creator with reasonable information regarding earnings and applicable calculations through the Creator Workspace or another appropriate mechanism.
Creator is responsible for providing accurate payment information and satisfying any tax or reporting obligations applicable to Creator.
NYAMM does not guarantee a minimum number of customers; a minimum number of orders; a minimum amount of food sales; a minimum amount of Creator earnings; audience growth; content views; Kitchen opportunities; campaign opportunities; or any specific financial result.
Any illustrative figures provided by NYAMM are mathematical examples only and are not representations of expected performance. Your real earnings depend on kitchens being live on NYAMM and honest about their extra order limit.
Creator may provide feedback, recommendations, bug reports, product suggestions, design feedback, or other information regarding NYAMM. Creator grants NYAMM permission to use such feedback without additional compensation unless the Parties separately agree otherwise in writing. Creator may also identify specific feedback or work as a separately paid service where NYAMM agrees to commission that work.
NYAMM is an evolving software platform. NYAMM may add, remove, modify, redesign, or replace platform functionality. Changes to platform functionality do not automatically modify Creator's economic rights under the Agreement. Any material change to Creator's attribution rate or other core commercial economics must be communicated in accordance with Section 38.
NYAMM will use reasonable efforts to maintain platform availability but does not guarantee uninterrupted operation. NYAMM may temporarily restrict or suspend platform access for maintenance; upgrades; security; fraud prevention; technical failures; emergencies; legal requirements; or other legitimate operational reasons. Temporary platform unavailability will not automatically constitute a breach of the Agreement or these Terms.
Creator is an independent contractor and is not an employee, partner, joint venturer, agent, franchisee, or legal representative of NYAMM. Creator is responsible for Creator's own equipment; internet access; transportation; production costs; taxes; insurance; business expenses; and legal or regulatory obligations. Nothing in the Agreement or these Terms creates an employment relationship. Creator has no authority to bind NYAMM to a contract or obligation unless expressly authorized in writing.
Each Party may receive confidential or non-public information belonging to the other Party. Confidential information may include business plans; financial information; customer information; technical information; product roadmaps; attribution data; creator data; pricing information; non-public commercial relationships; source code; security information; and other information reasonably understood to be confidential.
Each Party agrees to use reasonable care to protect confidential information and not disclose it except where authorized or legally required. This obligation survives termination of the Agreement.
NYAMM owns or controls its platform, software, trademarks, logos, branding, designs, systems, databases, attribution infrastructure, documentation, and other NYAMM intellectual property, except for third-party materials and Creator-owned materials. Creator receives only the limited rights necessary to participate in the NYAMM Creator Network. Creator may not copy, reverse engineer, resell, sublicense, modify, or commercially exploit NYAMM proprietary systems except as expressly permitted by NYAMM.
Creator represents that Creator has authority to enter into the Agreement; Creator will provide accurate information to NYAMM; Creator will not knowingly submit fraudulent transactions; Creator will not knowingly infringe another party's intellectual property; Creator will comply with applicable law; Creator will not knowingly misrepresent a commercial relationship; Creator will maintain reasonable security over Creator's NYAMM account; Creator will notify NYAMM if Creator becomes aware of unauthorized access to the Creator account or attribution mechanisms; and Creator has the necessary rights to content submitted to NYAMM or has obtained appropriate permission to use third-party material contained in that content.
NYAMM may propose amendments to the Agreement or these Terms by providing Creator with written notice of the proposed amendment. Material changes to Creator's economic rights will not apply retroactively to qualifying transactions already generated under the previous terms.
Where continued participation requires acceptance of a material amendment, NYAMM may require Creator to affirmatively accept the revised Agreement or Terms. The Parties may also enter into a separate written amendment signed or electronically accepted by both Parties.
Notices under the Agreement and these Terms may be delivered by email; the Creator Workspace; another electronic communication method maintained by NYAMM; or physical written communication where appropriate. A notice will be considered delivered when sent to the most recent contact information provided by the receiving Party, subject to applicable law. Creator agrees to keep contact and payment information reasonably current.
The Parties agree that the Agreement may be executed electronically. Electronic signatures, electronic records, and electronically transmitted copies may be used to evidence acceptance of the Agreement and these Terms. The Parties may execute the Agreement through an electronic-signature service or another mutually accepted electronic-signature platform. Each Party intends that its electronic execution constitutes its acceptance, subject to applicable law.
The Agreement, together with these incorporated Terms, constitutes the entire agreement between the Parties concerning the NYAMM Founding Creator Network and supersedes prior discussions or understandings concerning the same subject matter. Separate agreements concerning Food Assets, paid content, content licensing, consulting, QA testing, software services, or other commercial services remain separate unless expressly incorporated into the Agreement.
If any provision of the Agreement or these Terms is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law. The Parties intend that an invalid provision be modified to the minimum extent necessary to make it enforceable while preserving its original commercial purpose where legally permissible.
The Agreement and these Terms shall be governed by and interpreted in accordance with the laws of Jamaica. The Parties submit to the applicable jurisdiction of the courts of Jamaica for disputes arising from or relating to the Agreement or these Terms, subject to any other dispute-resolution arrangement subsequently agreed in writing.
The Agreement begins on the Effective Date and continues until terminated in accordance with its terms. The Founding Period begins on the Effective Date and continues for six (6) months. Creator's 10% Founding Creator Rate applies during the Founding Period while Creator remains eligible under the Agreement and these Terms. The 5% Continuing Attribution Rate for valid Attributed Customers may continue after the Founding Period and, where applicable, after termination, subject to the surrender and breach provisions of the Agreement and these Terms. Termination does not eliminate rights or obligations that accrued before termination.
By signing the Agreement, Creator acknowledges that Creator has had the opportunity to review the Agreement and these Terms; understands the Founding and Continuing Attribution rates and qualifying activity rules; understands Food Asset and attribution rules; understands participation, termination, and surrender provisions; understands customer data and privacy limits; understands that fraudulent or manipulated activity may result in loss of attribution and termination; and has had the opportunity to seek independent legal advice before signing.
These Terms are incorporated into the Founding Creator Agreement v1.0.