By creating a Creator Account or participating in the Foundry Creator Program, you agree to be bound by this Creator Partnership Program Agreement (the "Agreement"). This Agreement is between you, as a Creator, and Built by Foundry, Inc., a Delaware corporation formerly known as Playpen Games, Inc. ("Foundry," "Company," "we," "us," or "our"). Each of Creator and Foundry, a "Party," and together the "Parties."Foundry's Privacy Notice and Acceptable Use Policy form part of this Agreement and are incorporated by reference. Foundry reserves the right to make changes to this Agreement from time to time by posting dated updates to builtbyfoundry.io/policies. Your continued participation in the Foundry Creator Program after we make changes is deemed acceptance of those changes. If Creator does not agree to any changes, Creator must terminate the Agreement by discontinuing participation in the Creator Program.THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND FOUNDRY AGREE THAT ALL DISPUTES RELATING TO THIS AGREEMENT OR YOUR PARTICIPATION IN THE CREATOR PROGRAM WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.Descriptive Relationship Terms. Terms such as "partner," "partnership," "founder," "co-founder," or similar terminology, if used in this Agreement, on the Platform, or in related marketing materials, are descriptive of the Parties' collaborative business relationship only and do not create any legal partnership, joint venture, fiduciary, employment, or agency relationship, or any separate legal entity between the Parties.
1. The Platform
1.1 The Platform
Foundry builds, publishes, operates, and optimizes subscription mobile applications and games for content creators (the "Platform"). When you subscribe to a plan, Foundry will build a custom mobile application based on your brand, content direction, and audience (the "App"). After launch, Foundry continuously optimizes the App as part of the platform services (the "Services"). Revenue generated by the App flows through the Platform, and you receive your share as described in Section 3.1.2 What You Get
As a Creator on the Platform, you will receive: (a) a custom-built mobile application published to the applicable application store under the account specified during onboarding, (b) continuous optimization of the App, (c) access to a dashboard with real-time analytics and revenue reporting, (d) ongoing infrastructure, hosting, and maintenance, and (e) support from Foundry's team and systems.1.3 Ongoing Optimization
Creator acknowledges and agrees that Foundry's team and proprietary systems may perform ongoing optimization activities on the App after launch, including (without limitation) pricing and paywall experimentation, onboarding and tutorial refinement, user-interface and conversion testing, feature prioritization and development, performance monitoring, and audience engagement analysis. Ongoing optimization is enabled by default and operates continuously as part of the Platform Services. Creator may request that specific categories of optimization be disabled for the App by written notice to Foundry, and Foundry will implement such opt-out within a commercially reasonable period. Foundry retains sole discretion over all aspects of the Platform Services, including technical implementation, infrastructure, monetization, and the tools and resources used to operate the App. Creator may provide direction regarding the App's branding, visual identity, and creative direction, and Foundry will incorporate such direction within a commercially reasonable period, provided it does not conflict with Foundry's operation of the Platform Services.1.4 No Guaranteed Outcomes
Any performance projections, revenue estimates, download forecasts, or optimization targets discussed orally or in writing are forward-looking estimates only and are not guarantees. Results from ongoing optimization may vary based on market conditions, audience behavior, platform algorithm changes, and other factors outside Foundry's control.2. Creator Account
2.1 Creating an Account
To use the Platform, you must create a Creator Account ("Account") by providing all required information, including your full legal name, a valid email address, and valid payment information. Foundry may decline an application for an Account.2.2 Eligibility
If you are an individual, you must be at least 18 years of age (or the age of majority in your jurisdiction). You confirm that you are creating an Account for business purposes and not for personal, household, or family use.2.3 Account on Behalf of an Entity
If you sign up on behalf of an entity (such as a business, partnership, or other organization), that entity will be deemed the Creator for purposes of this Agreement, and you represent and warrant that you have the authority to bind that entity to this Agreement.2.4 Account Security
You are responsible for maintaining the security of your Account credentials. Foundry will not be liable for any loss or damage arising from your failure to maintain account security.2.5 Accurate Information
You must keep your Account information accurate and up to date. Foundry will use the email address provided as the primary method of communication.2.6 One Account Per Creator
Each Account is associated with a single Creator. One Creator may have multiple Apps, but each App is subject to its own plan terms as selected during onboarding. If Creator and Foundry have a separately signed agreement for a specific App, that signed agreement controls for that App.3. Fees, Revenue Share, and Payments
3.1 Free Trial
If Foundry offers Creator a free trial, no Platform Fee will be charged during the free trial period. Creator may cancel during the free trial without charge. Unless Creator cancels before the free trial ends, Creator authorizes Foundry to charge the applicable Platform Fee automatically at the end of the free trial using the payment method on file.3.2 Platform Fee
Creator will pay Foundry a recurring platform fee at the rate and cadence selected during onboarding (the "Platform Fee"). The Platform Fee is billed in advance on the 1st of each month (for monthly billing) or at signing and each anniversary thereafter (for annual billing). If Creator's subscription begins on a date other than the 1st of the month, the first month's Platform Fee will be prorated based on the number of remaining days in that billing period. The Platform Fee covers hosting, infrastructure, analytics, optimization, ongoing maintenance, and support.3.3 Revenue Share
In addition to the Platform Fee, Foundry will retain a percentage of Net Revenue generated by the App (the "Revenue Share"). The Revenue Share applicable to Creator's App shall be as specified in Creator's plan. Unless otherwise specified in Creator's plan, order form, or a separate written agreement, the default Revenue Share percentages are: Launch — thirty-five percent (35%) retained by Foundry; Growth — twenty-five percent (25%) retained by Foundry; Scale — fifteen percent (15%) retained by Foundry; Enterprise — as agreed in writing. Creator receives the remainder of Net Revenue after deduction of the applicable Revenue Share.3.4 Net Revenue
"Net Revenue" means the amounts actually received from application marketplaces for end-user purchases in the App for the applicable billing period, net of (a) marketplace commissions and fees, (b) taxes collected and remitted, (c) refunds, chargebacks, and credits, (d) currency-conversion and withholding adjustments, and (e) payment-processing fees, in each case to the extent reflected on marketplace remittance statements.3.5 Payment Mechanics
The payment flow depends on the App Store account model selected during onboarding. In both models, payouts are tied to when application marketplace operators (such as Apple and Google) remit funds to the account holder. Marketplace operators set their own fiscal calendars and payment schedules, which typically result in a delay of approximately 30 to 45 days after the end of each marketplace fiscal period before funds are received. Foundry reserves the right to determine which App Store account models are available for each plan tier.(a) Foundry's App Store Account. If the App is published under Foundry's application store account, Foundry will collect all Net Revenue. Foundry will provide Creator with a monthly revenue statement and pay Creator's share (Net Revenue less the Revenue Share) to Creator's payout account on file within ten (10) business days after Foundry receives the corresponding marketplace remittance. Foundry does not control marketplace payout timing.(b) Creator's App Store Account. If the App is published under Creator's application store account, Creator will be listed as the seller of record and will receive marketplace remittances directly. Foundry will provide a monthly statement and charge Creator's payment method on file for Foundry's Revenue Share within ten (10) business days after the end of each calendar month for the prior period. Creator authorizes Foundry and its payment processors to initiate such charges and to re-attempt failed charges.3.6 Taxes
All fees and Revenue Share amounts are exclusive of applicable taxes. Creator is responsible for any taxes resulting from fees paid to or by Foundry under this Agreement. Foundry may collect tax forms (for example, IRS Form W-9 or W-8BEN) and may issue required tax reporting forms as applicable.3.7 Late Payments; Suspension
If a payment fails or remains unpaid for ten (10) days after notice, Foundry may pause affected Platform Services until the outstanding amount is resolved. Continued nonpayment for thirty (30) days after notice constitutes material breach.3.8 Delinquent Accounts
If Foundry cannot process payment using Creator's payment method on file, Foundry may retry the charge, request an alternative payment method, or debit any unpaid amounts from any balance owed to Creator.3.9 Prorated Billing
If Creator subscribes to a plan on a date other than the 1st of the month, the initial Platform Fee will be prorated for the remaining days in that billing period. Thereafter, the Platform Fee will be billed in full on the 1st of each month (for monthly plans) or on the anniversary of the subscription start date (for annual plans).3.10 Refund Policy
Foundry offers a full refund of Creator's first paid Platform Fee if requested within thirty (30) days of Creator's first successful Platform Fee charge (the "Subscription Start Date") by contacting support@builtbyfoundry.io. For clarity, if Creator receives a free trial, the Subscription Start Date is the date of the first paid charge after the trial ends, not the trial signup date. If Creator exercises this 30-day refund, no further fees are owed.3.11 Plan Changes
Creator may request a transition to a different plan tier at any time by contacting support@builtbyfoundry.io or through their Account settings. Tier changes take effect at the start of the next billing period, with the new tier's Platform Fee and Revenue Share applying prospectively. Foundry may establish minimum tenure requirements for specific tiers, which will be communicated during onboarding. If Creator's trailing three-month average Net Revenue exceeds the breakeven threshold for a higher tier, Foundry will notify Creator that a tier upgrade may be economically beneficial; such notification is informational only and does not obligate Creator to change tiers.4. Ownership and Intellectual Property
4.1 Creator IP
Creator retains all right, title, and interest in and to Creator's name, image, likeness, voice, trademarks, logos, biographical information, social-media handles, and all content provided or approved by Creator for use in the App or its marketing (collectively, "Creator IP"). Nothing in this Agreement transfers ownership of Creator IP to Foundry.4.2 Foundry Technology
Foundry retains all right, title, and interest in and to the Platform, all software, SDKs, APIs, proprietary systems, tools, frameworks, analytics, templates, libraries, processes, documentation, know-how, and any improvements thereto (collectively, "Foundry Technology"). Nothing in this Agreement transfers ownership of Foundry Technology to Creator. Foundry Technology includes reusable components, shared libraries, platform frameworks, and infrastructure incorporated into or used in connection with the App, regardless of whether developed before or during the Term.4.3 License to Creator IP
Creator grants Foundry a worldwide, non-exclusive, royalty-free, sublicensable license during the term of this Agreement to use, reproduce, display, perform, distribute, modify (for formatting purposes only), and otherwise exploit Creator IP solely as necessary to (a) build, operate, and maintain the App and Platform Services, (b) publish and distribute the App via application marketplaces, and (c) market the App and the Creator partnership.4.4 License to Use the Platform
Foundry grants Creator a limited, non-exclusive, non-transferable license to access and use the Platform Services solely in connection with Creator's App and Account, subject to Creator's continued compliance with this Agreement and payment of all fees due.4.5 App Ownership
Subject to Foundry's ownership of Foundry Technology, Creator shall own all right, title, and interest in and to the application-specific code developed by Foundry for Creator's App (the "App Code"). App Code does not include Foundry Technology, which remains Foundry's property. Export of App Code is subject to Section 6.5 (Data Portability).4.6 Third-Party Components
The App may include third-party software, libraries, or open-source components. Such components are licensed (not sold) and remain subject to their applicable licenses.4.7 Foundry Trademarks
Creator will not use Foundry's trademarks, logos, or service marks (whether registered or unregistered) without Foundry's prior written consent. Creator will not use or adopt any marks that may be confusingly similar to Foundry's marks.4.8 Publicity
Foundry may list Creator's name and logo as a Creator on the Platform and describe the App at a high level in Foundry's marketing materials, website, pitch materials, and investor communications. Foundry will obtain Creator's approval before publishing case studies or specific performance metrics that identify Creator.4.9 Feedback
If Creator provides suggestions or feedback regarding the Platform or Foundry Technology, Foundry may use such feedback without restriction and without obligation to Creator.5. Creator Obligations
5.1 Content Standards
Creator will not provide materials that are unlawful, infringing, defamatory, or that violate platform policies. Foundry may refuse to use any Creator materials that create legal or policy risk.5.2 Promotion
Creator agrees to use good-faith efforts to promote the App consistent with Creator's normal style and audience, and consistent with any mutually agreed promotional commitments. Specific promotional commitments, if any, will be agreed during onboarding.5.3 Compliance
Creator will comply with all applicable laws, rules, and regulations in connection with Creator's participation in the Creator Program, including (without limitation) privacy laws and application store policies.5.4 Communication
Creator will maintain a primary email address for Account communications and will respond to reasonable requests from Foundry in a timely manner. If Creator's non-responsiveness materially prevents Foundry from launching, supporting, or maintaining the App or fulfilling compliance or billing obligations, Foundry may pause affected Platform Services after reasonable notice.5.5 Prohibited Activities
Creator will not: (a) attempt to reverse-engineer, decompile, or otherwise access the source code of the Platform, (b) use the Platform in any manner that could damage, disable, or impair the Services, (c) make knowingly false or misleading public statements about Foundry, (d) attempt to circumvent any security or access controls, or (e) use automated tools to access or monitor the Platform without Foundry's written permission.6. Data, Analytics, and Privacy
6.1 Performance Data
Foundry may collect and process technical and performance data related to the App and Platform Services, including subscription events, user engagement, session behavior, conversion metrics, and diagnostics ("Performance Data"). Performance Data may be processed by Foundry's systems to power ongoing optimization.6.2 Creator Dashboard and Reporting
Creator will receive access to a dashboard with real-time or near-real-time visibility into revenue metrics, user engagement, subscriber activity, and other key performance indicators. Foundry will also provide Creator with a weekly performance summary. Creator may request additional reporting or specific data at any time by contacting Foundry, and Foundry will use commercially reasonable efforts to fulfill such requests promptly.6.3 Aggregated Data
Foundry may use Performance Data in aggregated and de-identified form to improve the Platform, Foundry Technology, and the performance of Foundry's systems across its portfolio. Foundry will not share Creator's identifiable Performance Data with other creators or third parties, except in aggregated and de-identified form. All insights, models, algorithms, benchmarks, and optimization intelligence derived from Performance Data, whether from a single App or across the portfolio, are and shall remain Foundry Technology.6.4 Privacy
Each App will have its own end-user terms and privacy policy. Creator agrees not to request or use end-user personal data except as permitted by applicable law and the App's privacy policy.6.5 Data Portability
Upon Creator's written request, Foundry will provide Creator with an export of Creator IP, Creator-provided content, user data, and analytics within ten (10) business days in a standard, developer-usable format. Creator may request an export of the App Code following the applicable portability period specified in Creator's plan (the "Portability Period") by providing thirty (30) days' written notice. Unless otherwise specified in Creator's plan or a separate written agreement, the default Portability Periods are: Launch — twenty-four (24) months from subscription start; Growth — twelve (12) months from subscription start; Scale — six (6) months from subscription start. Foundry shall deliver the App Code within twenty (20) business days in a standard, developer-usable format with reasonable documentation of the codebase structure. The export will not include Foundry Technology, optimization data, Platform configurations, or third-party components subject to separate license terms. Creator acknowledges that the App Code is designed to operate on the Platform and may require modifications to run independently.7. Confidentiality
7.1 Confidential Information
"Confidential Information" means non-public information disclosed by a Party to the other, including product plans, technical information, analytics, user data, pricing, revenue data, and business terms, whether disclosed orally, visually, or in writing.7.2 Obligations
The receiving Party will (a) use Confidential Information only to perform under this Agreement, (b) not disclose it to third parties except to employees, contractors, and professional advisors with a need to know and bound by confidentiality obligations at least as protective as those herein, and (c) protect it using at least the same degree of care used for its own confidential information (but no less than reasonable care).7.3 Exclusions
Confidential Information does not include information that is (a) publicly available without breach, (b) independently developed without use of the other Party's Confidential Information, (c) rightfully received from a third party without confidentiality obligations, or (d) already in the receiving Party's possession without restriction at the time of disclosure.7.4 Compelled Disclosure
A Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice (to the extent permitted) and cooperates in seeking protective treatment.8. Representations, Warranties, and Disclaimers
8.1 Mutual Authority
Each Party represents and warrants that it has the full power and authority to enter into and perform under this Agreement.8.2 Creator Warranty
Creator represents and warrants that (a) Creator has all rights necessary to grant the licenses in this Agreement, (b) Creator IP does not infringe or misappropriate any third-party intellectual property rights, and (c) Creator will comply with applicable laws and platform policies.8.3 Foundry Warranty
Foundry represents and warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards.8.4 Optimization Disclaimer
Creator acknowledges that optimization activities may produce variable results. Foundry does not warrant that (a) optimization will achieve specific revenue, conversion, or performance targets, (b) recommendations or modifications will be free of errors or always aligned with Creator's preferences, or (c) results will be consistent over time.8.5 General Disclaimer
THE SERVICES, PLATFORM, AND ALL RELATED TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE." FOUNDRY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.9. Limitation of Liability
9.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.9.2 Liability Cap
EXCEPT FOR (a) BREACH OF SECTION 7 (CONFIDENTIALITY), (b) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (c) MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, OR (d) A PARTY'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN ANY CALENDAR MONTH, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES PAID OR PAYABLE BY CREATOR TO FOUNDRY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) FIVE HUNDRED ($500) U.S. DOLLARS.10. Indemnification
10.1 Creator Indemnity
Creator will indemnify, defend, and hold harmless Foundry and its officers, directors, employees, and contractors from and against any third-party claims, damages, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising out of: (a) Creator IP or Creator Materials; (b) Creator's breach of Sections 4.1, 5, or 6.4 of this Agreement; (c) Creator's violation of applicable law in connection with Creator's promotional activities, disclosures, or operation of the App; or (d) content, instructions, or business practices supplied or directed by Creator that violate third-party rights or application store policies.10.2 Foundry Indemnity
Foundry will indemnify, defend, and hold harmless Creator from and against any third-party claims alleging that Foundry Technology, as provided by Foundry and used by Creator as permitted under this Agreement (excluding Creator IP, Creator Materials, third-party components, and combinations not supplied by Foundry), infringes or misappropriates such third party's United States intellectual property rights, provided that Creator promptly notifies Foundry and cooperates in the defense. If such a claim appears likely, Foundry may, at its option: (i) modify or replace the affected Foundry Technology so that it becomes non-infringing; (ii) obtain the right for Creator to continue using the affected Foundry Technology; or (iii) if neither of the foregoing is commercially reasonable, terminate the affected Services and refund any prepaid Platform Fees allocable to the unused portion of the then-current billing period.10.3 Procedure
The indemnified Party will promptly notify the indemnifying Party and allow control of the defense and settlement (provided no settlement admits fault or imposes obligations on the indemnified Party without consent).11. Term and Termination
11.1 Term
This Agreement begins on the Subscription Start Date (as defined in Section 3.10) and continues on a month-to-month basis until terminated by either Party as provided herein (the "Term"). If Creator receives a free trial, the Term does not begin until the Subscription Start Date.11.2 Creator Cancellation
Creator may cancel the Account and terminate this Agreement at any time by contacting support@builtbyfoundry.io or through their subscription management settings. Cancellation takes effect at the end of the current billing period, and Creator will retain access to Platform Services through that date. Creator may also request a full refund within thirty (30) days of the Subscription Start Date in accordance with Section 3.10.11.3 Foundry Suspension or Termination
Foundry may suspend or terminate Creator's Account under the following circumstances: (a) immediately, if Foundry reasonably believes Creator has engaged in fraud, illegal activity, or conduct that poses a security or reputational risk to the Platform or its users, or that violates application store policies; (b) upon ten (10) days' written notice for material breach of this Agreement that is not cured within such notice period; (c) upon thirty (30) days' written notice for any other reason (termination for convenience).11.4 Effect of Termination
Upon termination: (a) Foundry shall cease providing Platform Services for the App within a commercially reasonable wind-down period not to exceed sixty (60) days, (b) during the wind-down period, Foundry may continue operating the App solely to support existing end users, process pending transactions, and fulfill obligations arising prior to termination, (c) following the wind-down period, Foundry shall not continue operating the App, (d) Foundry will provide a final revenue statement and pay any undisputed amounts owed to Creator within thirty (30) days, (e) Creator's license to the Platform will terminate, (f) Foundry's license to Creator IP will terminate, and (g) Creator may request an export of the App Code in accordance with Section 6.5. Foundry shall retain all Foundry Technology and may reuse any frameworks, methodologies, techniques, and general knowledge developed in connection with the App. For twelve (12) months following termination, Creator will not directly solicit other Creators on the Platform to terminate their agreements with Foundry.11.5 Transfer and Assignment
Creator may sell, transfer, or assign the App and App Code at any time without any fee, percentage, or other payment to Foundry in connection with such transaction, subject to Foundry's right of first refusal as set forth herein. If Creator receives a bona fide written offer for the sale or transfer of the App or App Code, Creator will provide Foundry with written notice and a summary of the material terms, and Foundry will have fifteen (15) business days to elect to match the offer on substantially equivalent terms; if Foundry does not so elect, Creator may proceed with the transfer. The buyer or assignee may either (a) assume Creator's subscription to the Platform and continue operating the App on Foundry's Platform, or (b) take the App off the Platform, in which case Foundry shall provide an export of the App Code in accordance with Section 6.5 (subject to the applicable Portability Period).11.7 Creator IP After Termination
Upon termination, Foundry will remove Creator IP (name, likeness, branding) from marketing channels and cease use of Creator IP within thirty (30) days, except as necessary during the wind-down period described in Section 11.4. Foundry shall not continue operating the App after the wind-down period.11.8 Outstanding Fees
Any outstanding balance owed by Creator at the time of termination becomes immediately due in full.11.9 Data Export
Creator may request an export of Creator IP, Creator-provided content, user data, and analytics in accordance with Section 6.5 at any time prior to or within thirty (30) days after termination. Export of App Code is available following the applicable Portability Period as described in Section 6.5.11.10 Transition Cooperation
Upon expiration or termination of this Agreement, Foundry will provide commercially reasonable transition cooperation for up to thirty (30) days following the wind-down period, including answering reasonable transition questions, making available the exports described in Section 6.5, and facilitating orderly transfer of operational materials to Creator or its designated service provider, in each case subject to Creator's payment of any undisputed amounts due and any reasonable out-of-pocket costs for extraordinary transition assistance requested by Creator.12. Dispute Resolution
12.1 Informal Resolution
If Creator has a concern, Foundry wants the opportunity to address it without a formal legal proceeding. Before filing a claim, Creator agrees to try to resolve the dispute informally by contacting legal@builtbyfoundry.io. Foundry will take reasonable efforts to resolve the dispute. If the dispute is not resolved within thirty (30) days, either Party may commence a formal proceeding.12.2 Arbitration
Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration will take place in San Francisco, California, unless the Parties agree otherwise.12.3 Opt-Out
Creator may decline the arbitration provisions within thirty (30) days of first creating an Account by contacting legal@builtbyfoundry.io.12.4 No Class Actions
Creator may only resolve disputes with Foundry individually. Creator may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. If this paragraph is held unenforceable, the arbitration provisions of this Section 12 will be deemed void.12.5 Exceptions
Either Party may bring claims in small claims court if they qualify. Either Party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information without first engaging in arbitration or informal dispute resolution.12.6 Fees
The arbitrator may award fees and costs in accordance with applicable law and the applicable arbitration rules. Each Party will otherwise bear its own attorneys' fees and costs, except to the extent the arbitrator determines a claim or defense was frivolous or brought in bad faith.13. General Provisions
13.1 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.13.2 Entire Agreement
This Agreement, together with the Privacy Notice, Acceptable Use Policy, and any plan-specific terms accepted during onboarding, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, and communications. If Creator and Foundry have executed a separate written agreement for a specific App, that agreement controls to the extent of any conflict with this Agreement.13.3 Amendments
Foundry may update this Agreement from time to time by posting dated changes to builtbyfoundry.io/policies. If a change materially and adversely affects Creator's rights or obligations, Foundry will provide at least thirty (30) days' prior notice to Creator's primary email address. Non-material changes, administrative updates, changes required by law, and changes that do not materially adversely affect Creator may become effective upon posting. If Creator does not agree to a material adverse change, Creator may terminate this Agreement by written notice before the effective date of the change. Notwithstanding the foregoing, Foundry shall not unilaterally change the following terms for an active App during its then-current billing term: Platform Fee, Revenue Share percentage, Portability Period, billing cadence, store-account model, code ownership structure, or termination economics; provided, however, that Foundry may modify the structure or calculation methodology of any such term if the modification does not result in a less favorable economic outcome for Creator based on Creator's then-current plan, usage, and revenue. Changes to those terms require Creator's written agreement or acceptance of an updated plan. Creator-initiated tier changes under Section 3.11 constitute acceptance of the new tier's applicable terms.13.4 Assignment
Foundry may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets without Creator's consent. Creator may not assign this Agreement without Foundry's prior written consent.13.5 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement, including any revenue-sharing arrangement or use of relationship-oriented terminology, creates any partnership, joint venture, fiduciary, employment, or agency relationship between the Parties, and neither Party has authority to bind the other.13.6 No Equity
Creator acknowledges that this Agreement does not grant any ownership interest, equity, or profit participation in Foundry.13.7 No Waiver
The failure of either Party to enforce any provision of this Agreement does not constitute a waiver of that provision.13.8 Severability
If any provision is held unenforceable, the remainder will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary.13.9 Notices
Notices must be in writing and will be deemed given when sent by email to Creator's Account email address (for notices to Creator) or to legal@builtbyfoundry.io (for notices to Foundry).13.10 Force Majeure
Neither Party will be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, government actions, labor disputes, or internet service disruptions.13.11 Survival
Upon termination, the following Sections will survive: Section 4 (Ownership and Intellectual Property), Section 7 (Confidentiality), Section 8 (Representations, Warranties, and Disclaimers), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 12 (Dispute Resolution), and Section 13 (General Provisions).14. Definitions
14.1 "Account" means a Creator's registered account on the Foundry Platform.14.2 "App" means the mobile application or game built, published, and operated by Foundry for a Creator through the Platform.14.3 "App Code" means the application-specific code developed by Foundry for Creator's App, excluding any Foundry Technology incorporated therein, as further described in Section 4.5.14.4 "Confidential Information" has the meaning set forth in Section 7.1.14.5 "Creator" or "you" means the individual or entity that creates an Account and subscribes to a plan on the Platform.14.6 "Creator IP" has the meaning set forth in Section 4.1.14.7 "Creator Program" means the resources, services, and platform made available by Foundry to Creators.14.8 "Foundry Technology" has the meaning set forth in Section 4.2.14.9 "Term" has the meaning set forth in Section 11.1.14.10 "Net Revenue" has the meaning set forth in Section 3.3.14.11 "Performance Data" has the meaning set forth in Section 6.1.14.12 "Platform" means Foundry's hosted application development and optimization platform.14.13 "Platform Fee" has the meaning set forth in Section 3.1.14.14 "Platform Services" means the hosted services, infrastructure, proprietary systems, and support that Foundry provides in connection with an App, including (without limitation) hosting, analytics, ongoing optimization, push notifications, and ongoing maintenance.14.15 "Revenue Share" has the meaning set forth in Section 3.2.14.16 "Services" has the meaning set forth in Section 1.1.15. Referral Program
15.1 Overview
Foundry offers a referral program that allows Creators with an active subscription to earn recurring commission by referring new Creators to the Platform. The referral program is entirely optional and participation does not affect the terms of your Partnership.15.2 Referral Link
Each Creator is assigned a unique referral link based on their creator handle (e.g., builtbyfoundry.io/r/yourhandle). When a prospective Creator clicks your referral link, a 30-day attribution cookie is placed. If that individual subscribes to a paid Foundry plan within 30 days of clicking your link, they are attributed as your referral.If you change your creator handle, your referral link will change accordingly. Previously attributed referrals are not affected, but you must share your updated link to continue receiving credit for new referrals.15.3 Commission Rate and Basis
You will earn a commission equal to 20% of your referral's Platform Fee for as long as (a) your referral maintains an active paid subscription and (b) you maintain an active paid subscription. Commission is calculated based on the Platform Fee actually charged to the referred Creator, whether on a monthly or annual billing cycle.Illustrative commission amounts at current pricing:Launch: $9.80/month per referral (monthly) · $93.60/year per referral (annual)Growth: $29.80/month per referral (monthly) · $285.60/year per referral (annual)
Scale: $69.80/month per referral (monthly) · $669.60/year per referral (annual)Commission rates and plan pricing are subject to change. Changes to commission rates will apply prospectively and will not affect commissions already earned.