Partnership Program Agreement

This Partnership Program Agreement (this "Agreement") is entered into by and between Built by Foundry, Inc., a Delaware corporation formerly known as Playpen Games, Inc. ("Company"), and the individual or entity that accepts this Agreement ("Owner"). Company and Owner are each a "Party" and together the "Parties." Owner accepts this Agreement upon the earliest of creating an account with Company (an "Account"), accepting an Order Form, or using the Services. An individual who accepts this Agreement on behalf of an entity represents and warrants that such individual has authority to bind that entity, and that entity is the Owner.Company's Privacy Notice and Acceptable Use Policy are incorporated into this Agreement by reference.

1. Services

1.1 The Team and the Platform

Company shall provide Owner with an operating team of Company personnel and software agents (the "Team") and the software, systems, and infrastructure the Team uses (the "Platform"). Owner may direct the Team to research, build, launch, operate, and grow Owner's business (the "Business"). The Team may develop products of any form for the Business, including mobile applications, games, websites, memberships, newsletters, courses, digital goods, and services (each, a "Product"). The work of the Team and the provision of the Platform for the Business are collectively the "Services."

1.2 Order Forms

Each Business is governed by an order form (the "Order Form"), consisting of the plan selected by Owner, the deal summary presented to and accepted by Owner, any additional terms accepted by Owner, and any subsequent amendments accepted by Owner. The Order Form sets forth the commercial terms applicable to the Business, including the Platform Fee, the Revenue Share percentage, the Products covered, and the Party responsible for collecting revenue. In the event of a conflict between an Order Form and this Agreement, the Order Form shall control with respect to the Business it covers. References in this Agreement to Owner's plan or order form mean the Order Form.

1.3 Separate Agreements

Certain engagements, including the development of physical products and partnerships in which Company provides substantial investment or acquires an interest in the Business, shall be governed by a separate written agreement executed by both Parties. Nothing in this Agreement grants Company any equity or ownership interest in the Business or any share of the proceeds of a sale of the Business.

1.4 Service Commitments

Company shall perform the Services in a professional and workmanlike manner. Company shall meet the deliverables and launch dates set forth in the Order Form, if any, except to the extent a delay results from Owner's failure to provide required materials or approvals, from the review or decision of an application store or other third-party platform, or from events beyond Company's reasonable control, in which case the affected dates shall be extended by a reasonable period. Company shall respond to support requests within two (2) business days, and within one (1) business day for any issue that prevents Customers from using a Product. If Company materially fails to provide the Services as agreed and fails to cure such failure within thirty (30) days after receipt of Owner's written notice, Owner shall be entitled to a refund of the Platform Fees paid for the affected period and may terminate this Agreement without further liability.

1.5 No Guarantee of Results

Company does not guarantee any particular number of downloads, users, sales, revenue, rankings, platform approvals, or other commercial results. Any projections, estimates, or targets provided by Company are estimates only.

2. Direction and Authority

2.1 Owner Direction

Owner shall determine the direction of the Business and the priorities of the Team. Company shall determine the means and methods by which the Services are performed, including the personnel, tools, and technology used. Company may decline to perform work that is unlawful, violates the policies of an applicable platform, or presents material legal, safety, or reputational risk, and shall inform Owner of the reason.

2.2 Ongoing Optimization

The Team may, without obtaining Owner's approval for each action, improve the Products developed under this Agreement, including by testing prices and offers, refining onboarding, design, and store listings, correcting defects, and adding features. Owner may at any time impose limits on, or disable, any category of such activity by written notice.

2.3 Reserved Decisions

Company shall obtain Owner's prior approval before: (a) materially changing the brand or public identity of the Business or of Owner; (b) creating a digital replica of Owner's face or voice, including any AI-generated likeness; (c) publishing any statement represented as Owner's personal opinion or experience; (d) launching a new category of Product or permanently discontinuing a Product; (e) changing the price of a Product by more than twenty-five percent (25%) from the price most recently approved by Owner, unless Owner has established different limits; (f) entering into any contract or financial commitment on behalf of Owner or the Business; (g) incurring any third-party cost on Owner's behalf, including advertising, contractor, or manufacturing costs; or (h) selling, licensing, or encumbering any asset of the Business. Approval may be given by email, by message, or through Owner's dashboard, and may be given in advance for a category of decisions. When acting on Owner's approval, Company acts as Owner's agent solely to the extent necessary to carry out the approved action.

3. Fees and Revenue Share

3.1 Platform Fee

Owner shall pay the monthly or annual fee set forth in the Order Form (the "Platform Fee"), billed in advance on the date the paid subscription begins and on each renewal date until cancellation. If Company offers a free trial, no Platform Fee shall be charged until the trial ends, and Owner may cancel before that date without charge. Company shall provide at least thirty (30) days' prior notice of any change to the Platform Fee; any such change shall apply only to subsequent billing periods, and Owner may cancel before it takes effect.

3.2 Revenue Share

Company shall receive the percentage of Covered Revenue specified in Owner's plan or order form as presented to Owner at the time of subscription (or as otherwise agreed in writing), as recorded in Owner's Account and in the deal record referenced by Owner's Agreement (the "Revenue Share"). The Revenue Share is not subject to any cap during the Term. Company shall not increase the Revenue Share applicable to an existing Business without Owner's written consent.

3.3 Covered Revenue

"Covered Revenue" means amounts actually received from the Products and revenue streams covered by the Order Form, net of application store and platform fees, payment processing fees, taxes, refunds, and chargebacks. If the Order Form does not identify specific Products, it covers the Products that Company develops or launches with Owner for the Business. Any Product subsequently developed by the Parties shall become covered only upon Owner's acceptance of an amendment to the Order Form. Covered Revenue excludes all other revenue of Owner, including revenue from Owner's pre-existing products, other businesses, sponsorships, brand partnerships, affiliate arrangements, courses, and merchandise, unless the Order Form expressly provides otherwise. Services performed with respect to Owner's pre-existing products and operations are included in the Platform Fee and are not subject to the Revenue Share.

3.4 Illustrative Calculation

For illustration only: if the Order Form specifies a Revenue Share of twenty percent (20%), and a covered Product generates $10,000 in sales in a month, from which the application store retains $1,500 and $200 is refunded, Covered Revenue is $8,300, the Revenue Share is $1,660, and Owner retains $6,640. The Platform Fee is billed separately. The Order Form governs all actual amounts.

3.5 Collection and Payment

The Order Form identifies the Party responsible for collecting the revenue of each Product. Where Company collects such revenue, including through Company's application store accounts, Company shall pay Owner's share within ten (10) business days after Company receives the corresponding funds. Application stores customarily remit funds approximately thirty (30) to forty-five (45) days after the end of each month. Where Owner collects such revenue, Company shall invoice or charge the Revenue Share within ten (10) business days after the end of each calendar month. In either case, the Revenue Share shall be calculated solely on funds actually received, and Company shall provide a monthly statement setting forth gross sales, each deduction, the Revenue Share, and Owner's proceeds.

3.6 Records and Audit

Each Party shall maintain accurate records of Covered Revenue. Either Party may, no more than once in any twelve (12) month period, review the other Party's records relating to Covered Revenue for the preceding two (2) years. If a review reveals an underpayment, the underpaying Party shall promptly pay the shortfall and, if the underpayment exceeds five percent (5%), shall also reimburse the reasonable cost of the review.

3.7 Non-Circumvention; Invalid Activity

During the Term, Owner shall not divert sales of a covered Product to another product or channel, or replicate a covered Product, for the purpose of avoiding the Revenue Share. Nothing in this Section restricts Owner from developing independent and unrelated products. Company may withhold amounts reasonably associated with fraud, fictitious accounts, or other invalid activity for up to sixty (60) days while it investigates, but shall not withhold any unrelated amount.

3.8 Late Payment

If either Party fails to pay any undisputed amount within fifteen (15) days after written notice of nonpayment, the other Party may suspend performance that is dependent on such payment until it is made. Company shall continue to make the Products available to Customers during any such suspension.

3.9 Refund Guarantee

If Owner requests a refund at support@builtbyfoundry.io within thirty (30) days after Owner's first paid charge, Company shall refund that charge in full.

3.10 Taxes

All fees are exclusive of taxes. Each Party is responsible for taxes on its own income. Company may request applicable tax documentation, such as IRS Form W-9.

4. Intellectual Property

4.1 Owner IP

Owner retains all right, title, and interest in and to Owner's name, likeness, voice, brand, trademarks, logos, social media accounts, audience relationships, and the content Owner provides (collectively, "Owner IP"). Nothing in this Agreement transfers ownership of Owner IP to Company.

4.2 Business IP

All work product created by the Team specifically for the Business, including Product source code, designs, written and visual content, store listings, product names, and domain names registered for the Business (collectively, "Business IP"), shall be owned by Owner. Company hereby assigns to Owner all right, title, and interest in and to the Business IP, effective upon its creation. Company shall ensure that each person who creates Business IP on Company's behalf has assigned to Company in writing all rights in such work product, so that Company may convey full ownership to Owner.

4.3 Platform Technology

Company retains all right, title, and interest in and to its reusable tools, shared code libraries, systems, software agents, models, and know-how used across its business ("Platform Technology"). To the extent Platform Technology is incorporated into the Business IP, Company grants Owner a perpetual, royalty-free, non-exclusive license to use that Platform Technology in connection with the Business, including after termination of this Agreement or a sale of the Business. Such license does not permit Owner to resell the Platform Technology or to use it to provide a competing service.

4.4 License to Company

Owner grants Company a non-exclusive, royalty-free license during the Term to use Owner IP and the Business IP to develop, operate, sell, and market the Products, subject to Section 2.3, and to market Company's services as provided in Section 4.8.

4.5 Copies of Code and Data

Upon Owner's request at any time, Company shall deliver to Owner, within fifteen (15) business days and without charge: (a) the Product source code, together with documentation and a list of the third-party services on which it depends; (b) the designs and content comprising the Business IP; and (c) the Customer Data and analytics, in standard formats. Before launching a Product, Company shall identify for Owner the components of the Product that depend on Platform Technology or third-party services. Company shall provide up to ten (10) hours of migration assistance without charge. No waiting period applies, and a request under this Section shall not terminate this Agreement.

4.6 Account Transfers

Upon Owner's request, Company shall cooperate in transferring to Owner any application store listing, domain, or other account held by Company for the Business, subject to the rules of the applicable platform.

4.7 Sale of the Business

Owner may sell, transfer, or assign the Business, in whole or in part, at any time. Company shall have no right of approval, no right of first refusal, and no right to any fee or proceeds in connection with such sale. The purchaser may continue this Agreement on its existing terms or terminate it and receive the transition assistance described in Section 7.2.

4.8 Attribution and Marketing

The Order Form specifies whether a "built by" attribution to Company appears in the Products, and Owner may request its removal. Company may feature Owner, Owner's name and likeness, the Business, the Products, and their results in Company's marketing, including advertising, videos, social media, case studies, Company's website, and materials for investors. Marketing materials created during the Term may continue to be used after this Agreement terminates.

5. Data and Confidentiality

5.1 Customer Data

As between the Parties, all data relating to the customers and end users of the Products (the "Customers," and such data, "Customer Data") is owned by Owner. Company shall process Customer Data on Owner's behalf solely to provide the Services, in accordance with the applicable Product privacy policy and applicable law, and shall maintain commercially reasonable security measures to protect it. Company shall notify Owner promptly after becoming aware of any security incident affecting Customer Data.

5.2 Aggregated Learning

Company may use information regarding the development and performance of Products to improve its Services across its business, solely in aggregated and anonymized form that is designed to prevent identification of Owner, the Business, or any Customer. Company shall not disclose Owner's business plans, unreleased Products, or business results to any other Company customer. Such use does not grant Company any ownership of Owner IP, Business IP, or Customer Data.

5.3 Confidentiality

Each Party shall hold the other Party's non-public business information in confidence and use it solely in connection with this Agreement. Nothing in this Agreement prohibits either Party from making truthful statements or from reporting possible violations of law to a governmental authority.

6. Owner Obligations

Owner shall: (a) provide only content and instructions that are lawful and that Owner has the right to provide; (b) comply with applicable law and with the rules of each platform on which the Products are distributed; (c) include all disclosures required by law when promoting the Products; and (d) respond to Company's requests for information and approval within a reasonable time. Owner shall promote the Products in a manner consistent with Owner's ordinary practices; specific promotional commitments apply only if set forth in the Order Form. Owner shall not attempt to reverse engineer, copy, or misuse the Platform.

7. Term and Termination

7.1 Term; Termination by Owner

This Agreement commences upon acceptance and continues until terminated (the "Term"). Owner may terminate this Agreement at any time through Owner's Account settings or by email to support@builtbyfoundry.io, effective at the end of the then-current billing period.

7.2 Effect of Termination

Upon termination, the Platform Fee and the Revenue Share shall cease to accrue. The Revenue Share shall remain payable on Covered Revenue from sales made before the effective date of termination, including amounts received thereafter, and Company shall pay Owner all amounts owed within thirty (30) days after completion of the transition period. For a period of up to sixty (60) days following termination, Company shall continue to operate the Products for existing Customers, deliver the materials described in Section 4.5, cooperate in the transfer of accounts, and assist Owner or its designee in assuming operation of the Business, after which Company shall cease operating the Products. Company shall have no right to any portion of revenue earned by the Business after termination.

7.3 Build Credits

If the Order Form provides that Company will fund additional development for the Business, the Order Form shall state a fixed amount (a "Build Credit") and its amortization period. The outstanding balance of a Build Credit shall be reduced by all Revenue Share received by Company for the Business and shall amortize ratably to zero over the stated period, or over twenty-four (24) months if no period is stated. If Owner terminates this Agreement while a balance remains outstanding, Owner shall pay only the remaining balance, which shall never exceed the original amount, and such payment shall fully satisfy Company's claims with respect to that investment. If the Order Form does not provide for a Build Credit, no amount is payable upon termination.

7.4 Termination by Company

Company may terminate this Agreement (a) upon at least ninety (90) days' written notice; (b) if Owner materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice, or within fifteen (15) days in the case of nonpayment; or (c) immediately, if continued performance would violate applicable law or the binding requirements of a platform, or would involve fraud or a material security risk. If Company terminates for any reason other than Owner's breach, or if Owner terminates due to Company's material breach, Company shall refund any prepaid fees for the unused portion of the Term, and no Build Credit shall be payable. In all cases, Owner shall receive the transition assistance described in Section 7.2.

8. Warranties and Disclaimers

8.1 Warranties

Each Party represents that it has full authority to enter into this Agreement. Owner represents that it holds all rights necessary to provide the content it supplies to Company. Company represents that, to its knowledge, the work product it delivers does not infringe the rights of any third party, and that it will not knowingly introduce malicious code into any Product.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (a) THE PLATFORM FEES AND REVENUE SHARE PAID BY OWNER FOR THE AFFECTED BUSINESS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) FIVE THOUSAND U.S. DOLLARS ($5,000). FOR CLAIMS ARISING FROM A BREACH OF DATA SECURITY OR CONFIDENTIALITY, SUCH LIMIT SHALL BE TWO TIMES THAT AMOUNT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO AMOUNTS OWED UNDER THIS AGREEMENT, TO OBLIGATIONS UNDER SECTION 10, OR TO FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

10. Indemnification

10.1 By Owner

Owner shall defend and indemnify Company against third-party claims arising from content, instructions, or statements provided by Owner, or from Owner's violation of law.

10.2 By Company

Company shall defend and indemnify Owner against third-party claims alleging that Platform Technology or the work product delivered by Company infringes such third party's intellectual property rights, and against third-party claims arising from a failure of Company's data security or from the gross negligence or willful misconduct of Company personnel.

10.3 Procedure

The indemnified Party shall promptly notify the indemnifying Party of any claim and permit the indemnifying Party to control its defense.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating any proceeding, a Party shall give written notice of the dispute, in the case of notice to Company to legal@builtbyfoundry.io, and the Parties shall attempt in good faith to resolve the dispute within thirty (30) days.

11.2 Arbitration

ANY DISPUTE NOT RESOLVED UNDER SECTION 11.1 SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY JAMS, AND NOT BY A JUDGE OR JURY. NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION. Hearings shall be conducted by videoconference unless the arbitrator determines that an in-person hearing is necessary, in which case the hearing shall be held in the jurisdiction where Owner resides or conducts business. Claims of two hundred fifty thousand U.S. dollars ($250,000) or less shall proceed under the JAMS Streamlined Arbitration Rules and Procedures. Company shall pay all arbitration fees in excess of the court filing fee Owner would otherwise have paid.

11.3 Exceptions; Opt-Out

Either Party may bring an individual claim in small claims court or seek injunctive relief in court to protect its intellectual property or confidential information. Owner may opt out of arbitration by written notice to legal@builtbyfoundry.io within thirty (30) days after first accepting this Agreement.

12. General Provisions

12.1 Amendments

Company may amend this Agreement by posting a revised version on its website and shall provide at least thirty (30) days' prior notice by email of any material amendment. An amendment shall apply to an existing Business only if it does not adversely affect Owner or if Owner consents to it. The following terms are fixed for each existing Business and may be modified only with Owner's written consent: the Revenue Share, the covered Products, any Build Credit, Owner's ownership rights and rights under Section 4.5, the decisions reserved under Section 2.3, and Owner's right to terminate. A plan change initiated by Owner constitutes acceptance of the terms of the new plan.

12.2 Assignment

Owner may assign this Agreement, upon notice to Company, to an entity controlled by Owner or to a purchaser of the Business. Company may assign this Agreement to a successor to its business that assumes Company's obligations under this Agreement.

12.3 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

12.4 Entire Agreement

This Agreement, the documents incorporated by reference, and each Order Form constitute the entire agreement of the Parties with respect to their subject matter and supersede all prior understandings. A separate written agreement executed by the Parties for a specific Business or Product shall control with respect to that Business or Product.

12.5 Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship, except for the limited agency described in Section 2.3.

12.6 Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No failure to enforce a provision shall constitute a waiver. Neither Party shall be liable for delays caused by events beyond its reasonable control, except with respect to payment obligations. Notices shall be sent to Owner's account email address or to legal@builtbyfoundry.io. Electronic acceptance constitutes a valid signature. Provisions that by their nature are intended to survive termination, including those relating to ownership, payment of amounts owed, confidentiality, limitation of liability, indemnification, and dispute resolution, shall survive.

13. Referral Program

13.1 Attribution

Company shall provide each Owner with a unique referral link. A person who subscribes to a paid plan within thirty (30) days after clicking such link shall be attributed as that Owner's referral.

13.2 Commission

The referring Owner shall earn the commission percentage displayed in Owner's dashboard at the time of attribution, calculated on Platform Fees paid by the referred Owner during the first twelve (12) months of the referred Owner's paid subscription. Company shall not reduce the rate or shorten the period applicable to a referral after attribution.

13.3 Payment

Commission accrues after the referred Owner's thirty (30) day refund period has expired. While the referring Owner maintains an active subscription, commission shall be credited against the referring Owner's next invoice, and any excess shall be paid out; otherwise, commission shall be paid within thirty (30) days after the end of each month in which at least twenty-five U.S. dollars ($25) has accrued. Earned commission remains payable if the referring Owner subsequently cancels its subscription. The referring Owner is responsible for any taxes on commission.

13.4 Prohibited Conduct

Referral links shall be promoted only through organic means and with all disclosures required by law. Paid advertising of referral links, self-referrals, fictitious or duplicate accounts, and other manipulation are prohibited, and no commission shall be earned from such activity. A referred Owner may request a change of referrer within sixty (60) days after subscribing.

13.5 Program Changes

Company may modify the referral program prospectively upon thirty (30) days' notice. No modification shall affect commission already earned or the terms applicable to referrals attributed before the modification.