Artist’s Agreement

TL;DR (for convenience only — this summary does not modify the Agreement):

1. You own your content and IP (images, titles, descriptions, bio, headshot/logo, links).
2. You grant Phuzzlings a non-exclusive, worldwide, royalty-bearing revocable license limited to creating/displaying puzzle files and reasonable promotion (no AI training).
3. We display your name, bio and links within the app.
4. We maintain attribution with your content.
5. Your content must be lawful and comply with our guidelines, include AI usage. A DMCA process is available.
6. Revenue share: you receive 10% of Net Revenue attributable to your puzzles. Payouts typically ~5 weeks after month-end, via PayPal or ACH, with a $100 minimum (smaller amounts roll over). For 2026 this is applicable to U.S. creators only (W-9 required). Adjustments for fraud/refunds/chargebacks/invalid activity may be netted against payouts.
7. Charities: Phuzzlings allocates 10% of non-attributed revenue to charity. You may elect to route your share to charity; if your routed monthly share ≥ $1,000, you may choose the charity (eligibility applies). Public announcements are made only with your consent.
8. Removal & control: you can remove your content and any time and we stop new distribution promptly (caches may persist for a limited period).
9. We don’t share or sell your private information.
10. Warranties & disclaimers of both parties are specified below.
11. Indemnities are specified below.
12. Liability limits are specified below.
13. General terms (governing law, notices, assignment, termination, severability) are specified below.

Parties. This Creator Agreement (“Agreement”) is between Phuzzlings Corp, a Florida company (“Company”), and the content owner (“Creator”). Each a “Party,” together the “Parties.”

1. Definitions

1.1 Content: Images, titles, descriptions, and other materials Creator supplies.
1.2 Phuzzle Files: Digital files derived from Content that enable gameplay (including thumbnails/previews).
1.3 Services: Company’s apps, websites, APIs, and distribution via app stores, CDNs, and service providers.
1.4 Net Revenue: Gross receipts from ads and/or in-app purchases attributable to Creator’s Phuzzle Files minus (i) platform/store fees, (ii) ad network fees, (iii) payment processing fees, (iv) taxes/VAT collected on behalf of authorities, (v) refunds/chargebacks/fraud, and (vi) third-party data/hosting/CDN costs directly tied to delivery of Creator’s Phuzzle Files and Content (exclusions itemized in monthly statements).
1.5 Attributable: Revenue measured by Company’s telemetry reasonably linking impressions/plays/purchases to Creator’s Phuzzle Files using consistent methodology across creators.

2. Ownership; No Work-for-Hire

2.1 Creator owns the Content and all intellectual property rights.
2.2 Nothing here converts the Content into “work made for hire.”

3. License Grant (Narrow, Non-Exclusive)

3.1 Creator grants Company a non-exclusive, worldwide, royalty-bearing license to (i) reproduce, adapt, and transform the Content solely to create Phuzzle Files; (ii) display, perform, distribute, and transmit the Phuzzle Files through the Services; and (iii) use thumbnails/previews and in-app screenshots for promotional purposes of the Services and Creator’s Phuzzle Files.
3.2 No sublicensing except to Service Providers (hosting, CDN, analytics, app stores) strictly to operate the Services.
3.3 No AI training: Company shall not use Content or Phuzzle Files to train, fine-tune, or evaluate machine-learning models (except standard, non-content-derived fraud/abuse detection).
3.4 Reservation of rights: All rights not expressly granted are reserved by Creator.

4. Attribution & Links

4.1 Company will display Creator’s chosen display name, bio, headshot/logo, and links (e.g., shop/portfolio) where the Services show the Content/Phuzzle Files.
4.2 Creator warrants they have the right to share such links.

5. Metadata & Provenance

5.1 Where technically feasible, Company will preserve IPTC/C2PA-style metadata and maintain internal provenance records.
5.2 Company will maintain attribution in UI even if embedded metadata cannot be maintained.

6. Content Standards; Takedowns

6.1 Creator represents Content does not infringe third-party rights, contain unlawful material, or violate the Services’ content guidelines.
6.2 Company may remove/suspend Content that appears unlawful or violates policy, providing notice to Creator where legally permitted.
6.3 DMCA: Company maintains a DMCA policy and designated agent; Creator may use the takedown/counter-notice process.
6.4 Creator may use AI tools for research, planning, reference, or other preparatory support. Creator’s may not use AI to generate, modify, or create any visible part of the final artwork unless they clearly identify the submission as “AI-generated, in part or in whole“. Creator’s who specialize in using AI creatively as a tool to materialize their vision are welcome on the platform provided they categorize their content accurately.

7. Revenue Share; Reporting; Payouts

7.1 Share. Company shall pay Creator 10% of Net Revenue attributable to Creator’s Phuzzle content.

7.2 Statements (Timing). Company will issue monthly statements for each calendar month within five (5) weeks after month-end, aligned to the timing of platform remittances (e.g., Apple/Google). Each statement summarizes: (i) attributable coins spent; (ii) gross receipts; (iii) itemized deductions to reach Net Revenue; (iv) Creator’s share; and (e) carry-forwards/adjustments. If a platform remittance for a given month is delayed or adjusted, the statement and any related payout for that month may be deferred to the subsequent cycle and reflected as an adjustment.

7.3 Payouts (Cadence & Threshold). Company will pay amounts ≥ USD $100 by PayPal or ACH within fourteen (14) days after Company’s receipt of the corresponding platform remittance for that month (Company typically receives such remittances about three (3) weeks after month-end). Smaller accrued amounts roll over to the next cycle.

7.4 Taxes (2026 scope). For calendar year 2026, eligibility for revenue share is limited to U.S. persons/entities. U.S. Creators must furnish a valid Form W-9 (and any required state/local tax details). Company will issue Form 1099-NEC to qualifying U.S. payees. Non-U.S. Creators may participate in the Program in 2026 without revenue share; Company will announce non-U.S. onboarding (including W-8 forms and any required withholding/reporting) in a later period.

7.5 Adjustments. Refunds, chargebacks, suspected or confirmed fraud/invalid activity, platform clawbacks, and currency/tax corrections may be netted against the current or subsequent payout cycle(s). Company may temporarily withhold or offset amounts pending investigation of anomalous activity.

7.6 Audit Right. Once per twelve (12) months, an independent CPA will perform an Agreed-Upon Procedures review of revenue-share calculations. If a variance greater than 5% is found in a Creator’s favor, Company will pay the shortfall and reasonable audit fees.

8. Revenue Sharing and Charitable Allocations

8.1 Company Charitable Allocations (General Pool). Company will allocate ten percent (10%) of Net Revenue that is not attributable to any Creator’s Phuzzle Files (e.g., general user participation and other non-attributed activity) to one or more qualified charities selected by Company (each, a “Charity Allocation”). Company may aggregate and remit Charity Allocations on a monthly or quarterly cadence consistent with its standard accounting processes.

8.2 Creator Opt-Out to Charity (Default). A Creator may elect to forgo their revenue share (in whole or in part) for one or more months or for specific Phuzzle Files. For any period or content covered by such election, Company will allocate the corresponding Creator Share to a qualified charity selected by Company as a Charity Allocation. The election may be made or revoked prospectively by written notice, and will apply from the next accounting cycle unless otherwise confirmed by Company.

8.3 Creator-Directed Charity (≥ USD $1,000 Trigger). If, during any single calendar month, a Creator’s accrued share attributable to their Phuzzle Files is USD $1,000 or more and the Creator has elected to route that share to charity under Section 8.2, then for that month’s allocation the Creator may designate the recipient charity, subject to Section 8.5 (Eligibility & Compliance). If the designated charity is ineligible or cannot be verified within 30 days, Company may substitute an eligible charity and will use reasonable efforts to consult the Creator on alternatives.

8.4 Publicity Regarding Charitable Support. Where a Creator’s routed share meets the threshold in Section 8.3, Company may (with the Creator’s prior consent and reasonable participation) issue a press release or public announcement noting the amount allocated and the recipient charity. Any use of the Creator’s or charity’s names, logos, or marks will follow their respective brand guidelines. The parties will coordinate reasonable timing, quotes, and approvals.

8.5 Eligibility & Compliance. For U.S. recipients, charities must be organizations recognized as Section 501( c )( 3 ) public charities in good standing (or the closest equivalent in other jurisdictions). Company may conduct customary diligence and may decline or replace any recipient that is unverified, legally restricted, subject to sanctions, or otherwise ineligible under Company policy. Charity Allocations are made by Company in its sole discretion as part of its corporate charitable support program and are not transfers made by or on behalf of the Creator.

8.6 Accounting; Statements. Monthly statements (Section 7.2) will indicate (i) the portion of Net Revenue subject to Charity Allocations under Section 8.1, and (ii) any Creator Share routed to charity under Sections 8.2–8.3. Where practical, Company may also publish aggregated figures on its public Trust page.

8.7 Tax Treatment; No Receipts to Creator. Charity Allocations are payable by Company and will be recorded on Company’s books. Creators will not receive tax receipts or acknowledgments from the recipient charity, and no part of a Charity Allocation shall be treated as paid or assigned by the Creator. Nothing in this Section creates a partnership or agency between Creator and the recipient charity.

8.8 No Quid Pro Quo. Charity Allocations are not conditioned on, and shall not provide, any material benefits to Company or to any Creator beyond reasonable public recognition (e.g., press release under Section 8.4).

8.9 Definitions. “Qualified charity” means a nonprofit organization meeting the eligibility in Section 8.5. “Creator Share” means the amount that would otherwise be payable to a Creator under Section 7 for the applicable period/content.

9. Control; Removals; Termination

9.1 Creator may remove any individual Content at any time by written notice; Company will cease new distribution within 14 days; cached copies may persist on devices/CDNs for up to 30 days and in backups as required by policy/law.
9.2 Either Party may terminate this Agreement for convenience with 30 days’ notice.
9.3 Upon termination, Company will stop distributing Phuzzle Files derived from Creator’s Content and de-list associated pages within the period above.
9.4 Sections intended to survive (e.g., 1, 6.3, 7, 10–13) will survive termination.

10. Data; Privacy

10.1 Company processes analytics to attribute revenue fairly and improve Services; no sale of Creator PII.
10.2 Company will maintain a publicly available Trust page summarizing payout cadence, methodology, and total amounts paid to creators (aggregate).

11. Warranties; Disclaimers

11.1 Creator warrants they have all necessary rights to grant the license and that Content does not infringe or violate law.
11.2 Company provides the Services “AS IS” and disclaims implied warranties to the fullest extent permitted by law.

12. Indemnity

12.1 Creator will indemnify and hold harmless Company from third-party claims arising from Content that breaches Creator’s warranties.
12.2 Company will indemnify and hold harmless Creator from third-party claims alleging the Services (excluding Content) infringe IP.

13. Liability Cap

13.1 Except for willful misconduct or unpaid amounts due, each Party’s aggregate liability is capped at the greater of (a) amounts paid to Creator in the prior 12 months or (b) $1,200.
13.2 No liability for incidental or consequential damages to the extent permitted by law.

14. General

14.1 Assignment. Neither Party may assign without consent, except Company may assign in connection with merger, acquisition, or sale of substantially all assets with notice to Creator.
14.2 Governing Law; Venue. Florida, US without regard to conflicts of law; courts/arbitration Orlando, Florida.
14.3 Arbitration (optional). If used, include JAMS/AAA rules and small-claims carve-out.
14.4 Entire Agreement; Amendments must be in writing (click-through updates with notice are acceptable).
14.5 Notices to support@phuzzlings.com; to Creator at their provided email.

Exhibit A – Revenue Attribution Method (Human-Readable)

• We attribute revenue to Creator based on coins spent by users tied to Creator’s Phuzzle Files using consistent, system-wide logic.
• We publish methodology highlights on the Trust page and notify creators before material changes.

Exhibit B – Prohibited Uses (Company & Users)

• No use of Content for model training, data mining for generative outputs, or resale outside the Services.
• No removal of attribution or metadata where present.
• No off-platform redistribution of full-resolution images without Creator’s express consent.