This Agreement is made this day of 2020
Marcos J Reyes hereinafter known as Veedah which expression shall where the context so
admits include its/his/her successors and assigns) on the first part;
…………………………………. hereinafter known as Recipe Creator which expression shall
where the context so admits include its/his/her personal representatives and assigns) of the other
i. Veedah is desirous of entering into a Recipe Creator Program Agreement with Recipe
Creator which will automatically become a legally binding contract.
ii. Veedah and Recipe Creator agree that this agreement is enforceable under any
circumstance and by executing the same they have decided to abide by the terms and
IN CONSIDERATION of the mutual promises and other valuable consideration
exchanged by the Parties as set forth herein, the Parties, intending to be legally bound,
HEREBY AGREE AS FOLLOWS: –
1. Statement of Confidentiality
1.1 This agreement and supporting materials contain confidential and proprietary business
information of Veedah, Inc. These materials may be printed or photo-copied for use in evaluating
the proposed Recipe Creator program, but are not to be shared with other parties.
1.2 This Agreement is entered into on this….day of………………2020, as of the date of last
signature and is between Veedah, Inc. (“Veedah”) and ……………………….(“The Recipe
Creator”) (collectively the “Parties” and individually each a “Party”).
1.3 The Recipe Creator intends to engage in the Recipe Creator Program from Veedah, Inc to
create, share and monetize healthy recipes (“Recipes”) submitted to Veedah for use by Veedah in
company assets like app features, social media, and beyond.
2. Term of appointment
This agreement shall commence on this …..day of ………………2020 (the “Commencement
Date”) and continue for as long as the Parties agree to work with each other. The agreement can
be terminated by either Party as stated in Clause 16. The Recipe Creator must meet all conditions
under Clause 3 during the life of the agreement, unless otherwise discussed and with Written
Approval from Veedah.
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3.1 The Recipe Creator must be 18 years of age or older at the time of signing this agreement.
3.2 The Recipe Creator must live in the United States during the life of the agreement or must be
legally eligible by US Government accredited financial institutions to hold a Bank Account in
the United States.
3.3 The Recipe Creator must showcase a good moral compass and display a character that aligns
with Veedah Core Values as follow:
3.3.1 Believe: We believe in our mission. We believe that we are part of the biggest
movement in Health and Wellness that the world will ever see.
3.3.2 Go the Extra Mile: We always go above and beyond what is expected. We go the
extra mile to better each life we touch.
3.3.3 Be Vulnerable: We accept our failures. We accept when we are wrong.
3.3.4 Be an Energy Changer: We focus on always giving off great energy and positivity
to everyone. We know that life will return that same energy we put out.
3.3.5 Love Change: We love change. Even if we are used to doing something in a
specific manner, we accept new ideas and welcome new ways of doing things.
3.4 Both Parties shall act in the best interest to help with the growth and development of each
4. Approvals and Authority
4.1 Any reference in this Agreement to the Recipe Creator’s “Written Approval” shall mean
written approval by the Recipe Creator himself/herself or any authorized individual with a valid
Power of Attorney.
4.2 For the purposes of this Agreement, Written Approval shall mean approval signified by any
letter or e-mail bearing the signature of the Recipe Creator or a recorded phone conversation
between the Parties.
4.2.1 For any oral approvals, there must be a written confirmation by both Parties within
one Working Day.
4.2.2 Any email emanating from the email address of the Recipe Creator will be
considered a valid Written Approval.
4.2.3 Veedah will advise the Recipe Creator of any changes that such Written Approval
will bring to the Recipe Creator Program.
5. Target Audience
5.1 Veedah will work with the Recipe Creator in order to determine opportunities in the correct
target audience for the Recipe Creator’s Recipes.
5.2 The Recipe Creator volunteers their commitment to trust Veedah’s expertise in the field in
regards to elements used in the marketing of Veedah Recipes.
5.3 Veedah will expand to other countries as it continues to grow. As it expands, Veedah will
communicate the new opportunities for growth to all Recipe Creators. The Recipe Creator shall
understand that each new region may contain different payout restrictions.
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6. Market Research and Digital Tools
6.1 The Recipe Creator is not responsible for any Market Research in order to market the Recipe
Creator Program. Veedah is responsible for conducting background studies of the market,
consumer attitudes and product acceptance research to have data on which to base advertising
and marketing strategies.
6.2 Veedah shall work on a consistent basis to provide the Recipe Creator with digital tools that
will result in better and more efficient ways to share and monetize the Veedah Recipes for the
benefit of both Parties.
7. Social Media Sharing
7.1 The Recipe Creator shall share a preview of the Recipes submitted to Veedah as outlined in
the “Recipe Creator Program Welcome Package.”
7.2 The Recipe Creator shall not share full instructions of Recipes submitted to Veedah in the
Recipe Creator’s own social media.
7.3 Any content related to the Veedah Recipe Creator Program must use verbiage that aligns
with the Veedah Core Values and must not be disrespectful towards others intentionally.
7.4 No explicit products shall be named, tagged or related to a post that contains a Veedah
Recipe, unless otherwise approved upon by both Parties. This shall include any relationships that
the Recipe Creator may have with a third-party company, such a sponsorships or influencer
7.5 Social media posts cannot direct the viewers to another account, company or platform that is
not owned by Veedah.
8. Recipe Creation
8.1 Every Recipe shared with Veedah must be exclusive to Veedah. The Recipe Creator cannot
share or sell any Recipes submitted to Veedah with any other company or person or platform.
8.1.1 No Recipe submitted to Veedah can be a Recipe previously used in another Recipe
8.2 Recipes shared with Veedah can be displayed in Recipe Creator’s personal social media as
long as it complies with:
8.2.1 Everything stated in Clause 7
8.2.2 All the guidelines found in the “Veedah Recipe Creator Program Welcome
8.3 For every new calendar month, Recipes must be submitted by the 7th Working Day of every
month. Veedah can accept the Recipes 1 day late, but the Recipe Creator will be marked with a
late record. 3 late records within 6 months can result in Termination of this agreement.
8.4 All Recipes must be submitted with images in sizes of at least 1920 X 1080p resolution,
displayed with the backdrops and dishes provided by Veedah (as stated in the “Veedah Recipe
Creator Program Welcome Package”). All decorations must meet the criteria explained in the
“Veedah Recipe Creator Program Welcome Package.”
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8.5 The Recipe Creator must submit the specified and agreed upon amount of Recipes requested
by Veedah each month during the lifetime of the agreement. The amounts of Recipes requested
are subject to change based on the needs of the users in the Veedah platform. This will be
determined by Veedah and communicated to the Recipe Creator.
8.6 All Recipes categories submitted must be selected from the list provided by Veedah every
month. This list will have all the Recipes categories needed based on users needs from Veedah.
8.7 There will be a maximum amount of Recipes per Recipe Creator that will be communicated
clearly. Said maximum number can change during the lifetime of the agreement.
8.8 Recipe Creator assures Veedah to the best of his/her capacity that all nutritional information
submitted is accurate.
9.1 Recipe Creator agrees that Veedah shall be entitled to the copyright and all other intellectual
property to the Recipes.
9.2 Recipe Creator acknowledges that ownership of each Recipe shall be solely and exclusively
vested in Veedah.
9.3 To the fullest extent permitted by law, Recipe Creator hereby assigns any copyright which it
may acquire in any of the Recipes to Veedah for the duration of the copyright and any extensions
9.4 Veedah will not willingly break any copyright laws stated by the state of Florida or the
United States Government.
9.5 The Recipe creator will not willingly break any copyright laws stated by the state of Florida
or the United States Government.
9.6 Any content Veedah receives from the Recipe Creator shall be considered proofed content
that does not break any copyright laws where such content will be displayed.
9.7 Veedah shall indemnify the Recipe Creator for any copyright violation resulting from
Veedah’s own actions because of use of the Recipe Creator’s content, without regards to the
Limitation on Liabilities described in Clause 14 of this agreement.
9.8 The Recipe Creator is responsible for all the content he/she submits to Veedah.
9.8.1 All the Recipe-related content submitted by the Recipe Creator is to be considered
fully proofed by the Recipe Creator, meaning that no copyrights are intentionally being
9.9 Once Veedah receives content from the Recipe Creator, the Recipe Creator gives all his/her
rights of all the content in its entirety to Veedah.
9.10 The Recipe creator cannot use any content submitted to Veedah in any other means unless
otherwise stated in Written Approval form.
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9.11 Veedah has the right to use any Recipe content submitted by the Recipe Creator for any
marketing campaign, social media, or any other distribution as Veedah sees fit for its growth.
10. Continuous Evaluation
10.1 The Parties will conduct a full two-way evaluation and review of their relationship in 4
weeks from the Commencement Date and then 8 weeks after the Commencement Date,
including (without limitation) the performance of the Veedah app, the performance of the Recipe
Creator, the alignment of the Recipe Creator with the Veedah Core Values and the Recipes
submitted to Veedah. Any resulting changes to the Recipe Creator Program, exceptions or
amendments shall be agreed in writing.
10.2 If any issues arise about the ongoing operations or methods of any of the Parties, each Party
shall communicate it clearly so that the other Party can resolve the issue within reasonable time.
10.3 Veedah expects the Recipe Creator to take care of any materials received (including
backdrop and dishes) from Veedah used for any of the media needed for each Recipe like images
10.3.1 If any of the materials received from Veedah are damaged by the Recipe Creator,
he/she is responsible for communicating with the Veedah team and is responsible for the
cost of replacing such materials, unless both Parties agree that the materials are damaged
by expected wear and tear.
10.4 Before taking any corrective actions, Veedah will provide the Recipe Creator with a written
notice describing the reason for the notice and giving the Recipe Creator an opportunity to fix the
10.5 Veedah will continuously analyze and, based upon data, remove Recipes that are not
aligned with its users’ wants. Before removing any Recipe, Veedah will communicate such
action with the Recipe Creator. The amount of views as well as the Recipe ratings will be taken
10.6 Veedah will continuously monitor all Recipes submitted. Any Recipe that breaks any of the
guidelines stated in this agreement or the guidelines stated in the “Veedah Recipe Creator
Program Welcome Package” will be removed.
10.7. If Veedah decides to remove a Recipe from its platform, the Recipe Creator is free to use
such Recipe in their own social media including detailed cooking instructions.
11.1 Veedah will produce a report of the Recipe Creator’s expected payout before the 7th
Working Day of every new calendar month.
11.1.1 The Recipe Creator will have 3 Working Days in order to point out any
miscalculations or to talk about any adjustments to the stated payout amount.
11.1.2 After the payout occurs, in the chance that there was a miscalculation identified on
Veedah’s payout to The Recipe Creator, Veedah will:
18.104.22.168 Send the Recipe Creator an extra payment if money was owed to the
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22.214.171.124 Discount the next payout by the calculated amount if the Recipe Creator
was identified to have received a payment in excess of the correct amount.
11.2 Veedah will issue the Recipe Creator a 1099-MISC before the 31st of January every year
after the Recipe Creator has received at least 1 payout from the Veedah Recipe Creator Program.
11.3 All individual Recipe Creator payout information shall be kept confidential by both Parties.
11.4 The payout will be calculated based on the Recipe Views per Recipe per Month.
11.4.1 A Recipe View is counted when a Veedah user views and starts the cooking
process on that specific Recipe in the app.
11.5 The amount of Veedah monthly active Recipe Feature paying users (“MAU”) will directly
impact the payout amount as follows:
11.5.1 Views are counted cumulatively across all of the individual Recipe Creator’s
11.5.2 If Veedah has fewer than 10,000 MAUs, the Recipe Creator will receive $1 per
500 Recipe views.
11.5.3 If Veedah has more than 10,000 MAUs, the Recipe Creator will receive $1 per
100,000 Recipe views.
11.5.4 In a case where the payout amount is less than the previous calendar month AND
the Recipe Creator has increased the total number of Recipe Views across all Recipes,
Veedah will issue a payout of last calendar month’s amount plus 2% to ensure Recipe
Creator’s income does not decrease as long as their views are increasing.
11.6 Payout will be sent via the Recipe Creator’s preferred payment method from the following
options: Physical Check, PayPal Payment, Venmo or Zelle Payment.
11.7 The Recipe Creator’s Monthly Payout may vary depending on the views of each Recipe.
Veedah does not guarantee a set monthly payout.
11.8 Veedah has the right to update the payout formula as it sees fit for the growth of the vision
and mission of the company. Updates of such payout formula will be communicated with all
Recipe Creators prior to the change going into effect.
12. Ownership and Custody of Material and Content
12.1 All media and content submitted to Veedah by the Recipe Creator will be Veedah’s
12.2 For avoidance of doubt, the Recipe Creator shall not own any copyrights in any content
submitted to Veedah related to the Recipe Creator Program.
12.2.1 Once a Recipe is submitted and approved, Veedah becomes the owner of the
Recipe, including but not limited to ingredients list, nutritional facts, preparation and
cooking instructions, images, descriptions, products and materials used.
12.3 All information pertaining to the marketing, development, research, or any other
information about the operation of Veedah or the Recipe Creator Program will be Veedah’s
13. Confidential Information
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13.1 The Parties acknowledge a duty during or after the Term not to disclose without the other’s
prior written permission any confidential information either concerning the other Party’s
business, its business plans, customers or associated companies or resulting information from
studies or surveys commissioned and paid for by Veedah and communicated with the Recipe
13.2 In particular, during and after the Term, the Parties acknowledge their responsibility to treat
in complete confidence all the marketing and sales information and statistics relating to the
Recipe Creator Program’s business with which the Recipe Creator or Veedah may have supplied
the other in the course of the Recipe Creator Program.
13.3 For the avoidance of doubt, the restrictions in this Clause 9 shall not prevent:
13.3.1 The disclosure or use of information in the proper performance of Veedah’s duties
for the success of the Recipe Creator Program.
13.3.2 The disclosure of information, if required by law.
13.3.3 The disclosure of information which has come into the public domain otherwise
than through unauthorized disclosure.
13.3.4 The Recipe Creator acknowledges that nothing in this agreement shall affect
Veedah’s rights to use as it sees fit in any general marketing or advertising intelligence
gained by Veedah in the course of the Recipe Creator Program.
14. Limitation of Liability
14.1 Nothing in this agreement shall exclude or in any way limit Veedah’s liability for fraud, or
any other liability to the extent such liability may not be excluded or limited as a matter of law.
Subject to this, but including any liability arising under any indemnity under this Agreement:
14.1.1 Veedah’s maximum aggregate liability under or in connection with this Agreement,
whether in contract, tort or otherwise, will, in no circumstances, exceed the total remuneration
payable to the Recipe Creator for calculated unpaid payout.
14.1.2 Veedah will not be liable under this Agreement for any loss of actual or anticipated
income or profits, loss of contracts or for any special, indirect or consequential loss or damage of
any kind howsoever arising and whether caused by tort, breach of contract or otherwise, whether
or not such loss or damage is foreseeable, foreseen or known.
14.1.3 The Recipe Creator agrees that if any payout is delayed, or miscalculated as a result of
any act or threatened act of terrorism, military action, action of God, or natural disaster, the
Recipe Creator shall have no claim of any kind over all or any part of any outstanding payout.
Veedah shall use its reasonable endeavors to recoup as much of any such payout amount and
account to the Recipe Creator for any sums Veedah is able to recover, less Veedah’s cost and
15.1 Recipe Creator agrees to indemnify and hold harmless the Veedah from and against any and
all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation,
reasonable attorneys’ fees, charges and disbursements) incurred by the Recipe Creator as a result
of any inaccuracy in or breach of the representations, warranties or covenants made by herein.
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16.1 Either Party may terminate this agreement by service of notice in accordance with Clause 2.
16.2 Either Party may terminate this agreement forthwith by notice in writing to the other if the
16.2.1 Breaks any of the Veedah Core Values as stated in Clause 3.
16.2.2 Is in material breach of any of the terms of this agreement and, in the case of a
breach capable of remedy, fails to remedy such breach within 20 days of receipt of
written notice giving full particulars of the break and of the steps required to remedy it.
16.3 Veedah can terminate the Agreement if the Recipe Creator fails 3 times within 6 months to
submit the Recipes on the time scheduled and agreed upon.
16.4 Veedah can terminate the Agreement if the Recipe Creator portrays information or media
that one way or another goes against Veedah’s ethical standards or public image.
16.5 If the Recipe Creator wishes to use, after the Term and thorough another platform, Recipe
sharing and monetization features, he/she can do so as long as none of the content that was used
in Veedah is reused.
16.6 If, after the Term, the Recipe Creator wants to share any content from the previously
submitted content to Veedah, he/she can do so as long as all the guidelines stated in Clause 7 and
in the “Veedah Recipe Creator Program Welcome Package” are met.
16.7 Veedah will terminate agreement if content produced by the Recipe Creator:
16.7.1 Causes harm or liability to a user, third party, or Veedah.
16.7.2 Compromises an investigation.
16.7.3 Compromises operation, integrity or security of Veedah services.
16.8 If the Agreement is terminated, no views on any Recipes after the Termination Date shall
count towards any type of payment to the Recipe Creator.
16.9 In case the Recipe Creator undergoes a Qualifying Life Event as defined in Clause
16.9.1, he/she has the following options after sending Veedah a written document stating
16.9.1 ask for a Leave of Absence for up to 90 consecutive Calendar Days.
126.96.36.199 The Recipe Creator will continue to receive payments in accordance to
188.8.131.52 If Leave of Absence lasts for more than 90 consecutive Calendar Days,
Veedah can terminate the Agreement
16.9.2 The Recipe Creator can terminate the Agreement and establish a new agreement
with Veedah in order to continue receiving payments for Recipes previously submitted
16.9.1 A Qualifying Life Event (“QLE”) under this Agreement is defined as a big change in the
Recipe Creator’s life situation like getting married, having a baby, settling a divorce, moving to a
different state, birth or death of an immediate family member, or terminal illness.
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16.10 In the event that the Agreement is terminated by Veedah, the Recipe Creator might
become eligible to receive a final payment upon the evaluation of the Recipe views, amount of
Recipes submitted, Recipe Reviews and alignment with Veedah Core Values.
16.10.1 Such final payment shall be calculated by Veedah within 15 Working Days after
16.11 The agreement can be terminated by the Recipe Creator by submitting a written statement
15 Working Days prior to the next Recipe submission date.
17. Data Protection
17.1 Each Party shall ensure that any information supplied to the other Party deemed private
shall comply with the requirements of all legislation in force from time to time including,
without limitation, the United States Privacy Laws, and that each Party shall comply with the
relevant obligations of the United States Privacy Laws.
17.2 Each Party will keep, to the best of their abilities, all information related to the Recipe
Creator Program, supplied or received, private and confidential.
18. Dispute Resolution
18.1 All unresolved controversies or claims arising hereunder, whether in contract, tort or
statutory, shall be determined by binding arbitration under the Commercial Arbitration Rules of
the American Arbitration Association. The place of arbitration shall be in Miami-Dade County in
Miami, FL, United States of America. The Parties each hereby consent to the jurisdiction of the
State of Florida for this purpose. Any court having jurisdiction over the matter may enter a
judgment upon the award of the arbitrator. The arbitrator(s) shall award to the prevailing Party, if
any, as determined by the arbitrators, all of their costs and arbitration fees. “Costs and fees”
mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees,
administrative fees, travel expenses, out-of-pocket expenses, such as copying, telephone, and
court costs and witness fees. Each Party shall bear their own attorneys’ fees.
19. Force Majeure
19.1 Neither Party shall be liable for any failure to perform or delay in performance of any of its
obligations under this Agreement caused by circumstances beyond the reasonable control of a
Party to this agreement.
19.2 The Party claiming the Force Majeure Event shall promptly notify the other Party in writing
of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps
to overcome the delay or stoppage.
19.3 The Party claiming the Force Majeure Event shall take all reasonable steps necessary to
bring that event to a close or to find a solution by which its obligations under this Agreement
may be performed despite the Force Majeure Event.
19.4 If the Force Majeure Event continues for more than 30 consecutive days, the Party which is
not claiming the Force Majeure Event may terminate this Agreement with immediate effect on
giving written notice to the other Party and neither shall be liable to the other for such
19.5 In the case that the Veedah platform stops working because of server or technology errors,
malicious third Party activity, being the victims of a malicious hack, or other such digital world
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occurrences, the Recipe Creator shall be notified within 3 Working Days. Veedah shall take all
reasonable steps necessary to stop such an event and continue its regular operations in a timely
20. General Terms
20.1 Veedah is a growing platform that is made to reach thousands of people who are looking for
help to change their lifestyle. Veedah’s team works continuously with a marketing strategy to
grow its users but does not guarantee the Recipe Creator that each Recipe will have a certain
amount of views. Veedah’s audience is a diverse community that has different, fast-changing
needs. Veedah will do its best to give Recipe Creators the most accurate information to make the
best decisions when selecting Recipes to submit to Veedah.
IN WITNESS WHEREOF this agreement has been duly executed by the parties hereto the day
and year first herein before written.
Signed By Veedah
NAME: MARCOS J REYES
Signed By Recipe Creator